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                                       As filed with the Securities and Exchange Commission on October 11, 2012
                                                                                                                                             Registration No. 333-183881




                                        UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                                                    Washington, D.C. 20549



                                                     Amendment No. 2
                                                           to
                                                        Form S-1
                                                REGISTRATION STATEMENT
                                                                      UNDER
                                                             THE SECURITIES ACT OF 1933



                                 ORYON TECHNOLOGIES, INC.
                                                     (Exact name of registrant as specified in its charter)



                       Nevada                                                         3640                                                    26-2626737
              (State or other jurisdiction of                              (Primary Standard Industrial                                       (I.R.S. Employer
             incorporation or organization)                                 Classification Code Number)                                      Identification No.)

                                                                         4251 Kellway Circle
                                                                         Addison, Texas 75001
                                                                           (214) 267-1321
                              (Address, including zip code, and telephone number, including area code, or registrant’s principal executive offices)




                                                                      Thomas P. Schaeffer
                                                              President and Chief Executive Officer
                                                                    Oryon Technologies, Inc.
                                                                      4251 Kellway Circle
                                                                      Addison, Texas 75001
                                                                         (214) 267-1321
                                      (Name, address, including zip code, and telephone number, including area code, of agent for service)




                                                                              Copy to:
                                                                         David R. Earhart
                                                                     Looper Reed & McGraw PC
                                                                          1601 Elm Street
                                                                             Suite 4600
                                                                        Dallas, Texas 75201
                                                                           (214) 237-6393



Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
           Large accelerated filer                                                            Accelerated filer                      
           Non-accelerated filer                 (Do not check if a smaller reporting         Smaller reporting company              
                                                company)



      The Registrant hereby amends this Registration Statement on such date or date as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

                                               (Subject to completion, dated October 11, 2012)

                                                                   Prospectus

                                                           Oryon Technologies, Inc.

                                                                8,176,535 Shares

                                                                 Common Stock

This prospectus relates to the resale by the holders of 4,043,200 shares of our common stock and up to 4,133,335 shares of common stock
issuable upon the exercise of warrants to purchase shares of our common stock.

We will not receive any of the proceeds from the resale of shares offered by the selling shareholders under this prospectus.

Our common stock is traded on the OTCQB Tier of the U.S. OTC Markets under the symbol “ORYN.” On October 10, 2012, the last reported
sale price of our common stock was $0.80 per share.

This investment involves risks. See “ Risk Factors ” beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                                                  The date of this prospectus is         , 2012.
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                                       TABLE OF CONTENTS

                                                                                 Page No.

SUMMARY                                                                                 1
RISK FACTORS                                                                            2
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS                                 12
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS                                     13
BUSINESS                                                                               15
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED SHAREHOLDER MATTERS         29
USE OF PROCEEDS                                                                        29
SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA                                           29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS                                                                           31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                         43
DIRECTORS AND EXECUTIVE OFFICERS                                                       44
EXECUTIVE COMPENSATION                                                                 48
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE               50
DESCRIPTION OF SECURITIES                                                              51
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                                          53
QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK                                 54
CONTROLS AND PROCEDURES                                                                54
SELLING SHAREHOLDERS                                                                   57
PLAN OF DISTRIBUTION                                                                   58
LEGAL MATTERS                                                                          58
WHERE YOU CAN FIND MORE INFORMATION                                                    59

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Unless otherwise indicated, in this Registration Statement on Form S-1 (this “Registration Statement”), references to “we,” “our,” “us,”
“ORYN,” the “Company” or the “Registrant” refer to Oryon Technologies, Inc., a Nevada corporation and its wholly-owned subsidiary
OryonTechnologies, LLC, a Texas limited liability company (“Oryon”). References to “our common stock,” “our shares of common stock,”
“our shares of preferred stock” or “our capital stock” or similar terms shall refer to the common stock and preferred stock of the Registrant.


                                                                  SUMMARY

The Company
We are in the business of developing and commercializing a three dimensional electroluminescent technology. Our technology is patented and
trademarked under the name Elastolite®.

Our principal executive offices are at 4251 Kellway Circle, Addison, Texas 75001 and our telephone number at that address is (214) 267-1321.

The Offering
We signed a financing agreement (the “Financing Agreement”) on November 2, 2011, with Maxum Overseas Fund (“Maxum”) under which
Maxum agreed to: (1) invest $100,000 in the common equity of the Company and (ii) either invest an additional amount up to $1,900,000 in
the common equity of the Company or assist the Company in securing all or a portion of such $1,900,000 investment from alternate sources.
Prior to entering into this funding relationship, there were no relationships between Maxum and the directors, officers or other affiliates of
Oryon. To the best of our knowledge, prior to entering into this funding relationship there were no existing relationships between Maxum and
the Registrant’s then-existing directors, officers or other affiliates.

Under the terms of the Financing Agreement, for each dollar invested, the investor(s) making such investment were issued two (2) shares of
common stock of the Company and a warrant to purchase two (2) shares of common stock of the Company with a current exercise price of
$0.50 per share and a term of five (5) years. Between November 2, 2011, and August 31, 2012, the Company received a total of $2,000,000
from subscriptions pursuant to the Financing Agreement resulting in the obligation to issue 4,000,000 shares (the “Subscription Shares”) and
warrants having the right to purchase an additional 4,000,000 shares, each with a current exercise price of $0.50. Warrants having the right to
purchase an additional 133,335 shares, each with a current exercise price of $0.50 per share, were issued to a consultant in connection with this
transaction. The exercise price of all of the warrants was reduced to the current exercise price of $0.50 per share from the original exercise
price of $0.75 per share on September 25, 2012, pursuant to an action of the Company’s board of directors. The Subscription Shares were
issued in reliance upon Regulation S under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the
“Securities Act”), to investors in offshore transactions (as defined in Rule 902 under Regulation S under the Securities Act), based upon
representations made by such investors.

The selling shareholders will determine when and how they will sell the common stock offered by this prospectus. See “Plan of Distribution.”
We will not receive any of the proceeds from the sale of the common stock offered by this prospectus.

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                                                                  RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this Registration Statement
before making an investment decision with regard to our securities. The statements contained in this Registration Statement that are not
historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from
those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occurs, our
business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and
you may lose all or part of your investment.

Risks Relating to Our Company and Our Industry
Oryon has limited revenues and has incurred losses.
Oryon has limited revenues and we anticipate that our existing cash and cash equivalents will not be sufficient to fund our longer term business
needs and we will need to generate additional revenue or receive additional investment to continue operations. In 2010 and 2011, Oryon had
losses of approximately $1.5 million and $1.6 million, respectively. Based on our current internal forecast, we anticipate that we will continue
to incur losses through the year ending December 2013.

We operate a business that is highly speculative and may not generate any profit.

There can be no assurance that our products will have commercial viability and/or that our plan to develop and exploit our technology is
feasible. Because of the numerous risks and uncertainties associated with developing and marketing new technologies, we are unable to predict
the extent of any future profits, if at all. We have financed operations and internal growth primarily through funding provided by investors and
funds generated from operations. To date, we have devoted substantially all of our efforts to research and development, infrastructure building
and initial marketing activities. There is no guarantee the cost estimates used by us or the sales volumes projected are accurate and will be
attained. An inability to meet sales volumes as forecast or to achieve assumed cost figures could have a negative impact on our profitability,
cash flow and survival. Some of the initial sales volumes that we are projecting are expected to be in the apparel and gear areas. These areas are
highly volatile and sometimes affected by economic conditions beyond our control, which could impact planned sales volumes and could
negatively impact our finances.

Our auditors have expressed uncertainty as to our ability to continue as a going concern.

Primarily as a result of our recurring losses and our lack of liquidity, we received a report from our independent auditors that includes an
explanatory paragraph describing the substantial uncertainty as to our ability to continue as a going concern as of our fiscal year ended
December 31, 2011.

If we fail to raise additional capital, our ability to implement our business model and strategy could be compromised.

We have limited capital resources and operations. To date, our operations have been funded entirely from the proceeds from limited revenues,
equity and debt financings. We currently do not have adequate capital or revenue to meet current or projected operating expenses. We
anticipate needing substantial additional capital in the near future to develop and market new products, services and technologies. We currently
do not have commitments for financing to meet our expected needs and we may not be able to obtain additional financing on terms acceptable
to us, or at all. Even if we obtain financing for our near term operations and product development, we expect that we will require additional
capital beyond the near term. If we are unable to raise capital when needed, our business, financial condition and results of operations would be
materially adversely affected, and we could be forced to reduce or discontinue our operations. Debt financing, if obtained, may involve
agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt and could increase
our expenses, and would be required to be repaid regardless of our operating results. Moreover, we may issue equity securities in connection
with such debt financing. Equity financing, even if obtained, could result in ownership and economic dilution to our existing stockholders
and/or require us to grant certain rights and preferences to new investors. In addition, we may seek additional capital due to favorable market
conditions or strategic considerations even if we believe we have sufficient funds for our current operations.

We do not currently have credit facilities or arrangements in place as a source of funds and there can be no assurance that we will be able to
raise sufficient additional capital or raise such capital on acceptable terms or raise such capital when we need it. If such capital is not available
on satisfactory terms, or is not available at all, we may be required to delay, scale back or stop the development of our products and/or cease
our operations.

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If our products or technology do not gain market acceptance, we may not be able to fund future operations.

There can be no assurance that our products or technology will have commercial viability and/or that our plan to develop and exploit our
technology is feasible. A number of factors may affect the market acceptance of our products, including, among others, the perception by
consumers of the effectiveness of our products, our ability to fund our sales and marketing efforts, and the effectiveness of our sales and
marketing efforts. If our products do not gain acceptance by consumers, we may not be able to fund future operations, including the
development of new products, and/or our sales and marketing efforts for our current products, which inability would have a material adverse
effect on our business, financial condition and operating results.

If we underestimate our operating expenses, we may not be able to fund future operations.

To date, we have devoted substantially all of our efforts to research and development, infrastructure building and initial marketing activities.
There is no guarantee that our cost estimates or projected sales volumes are accurate and will be attained. An inability to meet sales volumes as
forecast or to achieve assumed cost figures could have a negative impact on our profitability, cash flow and survival.

We expect our operating expenses to increase in connection with the continued development of our products and technology and expansion of
our marketing activities. We may also incur costs and expenses that are unexpected, in excess of amounts anticipated or are otherwise not
contemplated or provided for in connection with our business plan. If these or other costs or expenses are incurred, it could have a material
adverse effect on our financial performance.

Any failure to adequately establish outsourcing capabilities and an internal and distributor sales force will impede our growth.

We require adequate arrangements with third party outsourcing sources to manufacture our products. Any failure to enter into and maintain
such arrangements would adversely affect our growth. In addition, we expect to be substantially dependent on an internal and distributor sales
force to attract new consumers of our products and technology. We believe that there may be significant competition for qualified, productive
sales personnel and distributors who have the skills and technical knowledge necessary to promote and sell our products and technology. Our
ability to achieve significant growth in revenue in the future will depend, in large part, on our success in establishing our sales network. If we
are unable to develop an efficient sales network, it will make our growth more difficult and our business could suffer.

Our failure to accurately estimate demand for our products and technology could adversely affect our business and financial results.

We may not accurately estimate demand for our products and technology. Our ability to estimate the overall demand for our products and
technology is imprecise and may be less precise in certain markets. If we materially underestimate demand for our products and technology we
might not be able to satisfy demand on a short-term basis. Moreover, industry-wide shortages of certain electronic and lighting components,
parts or raw materials have been, and could, from time to time in the future, be experienced. Such shortages could interfere with and/or delay
production of our products by our customers and could have a material adverse effect on our business and financial results.

Changes in consumer preferences may reduce demand for our products and technology.

Our future success will depend upon our ability to develop and introduce different and innovative lighting solutions and applications for
Elastolite. In order to develop our market share, the impact of our products must address a consumer need and then meet that need in the areas
of quality and derived benefits. There can be no assurance of our ability to meet that need and there is no assurance that consumers will
purchase our products. Additionally, our products are considered premium products and to maintain market share during recessionary periods
we may have to reduce profit margins which would adversely affect our results of operations. Product lifecycles for some consumer electronic
products in which our products may be used may be limited to a few years before consumers’ preferences change. There can be no assurance
that our products will become or remain profitable for us. Our industry is subject to changing consumer preferences and shifts in consumer
preferences may adversely affect us if we misjudge such preferences. We may be unable to achieve volume growth through product initiatives.
We also may be unable to penetrate new markets. If we are unable to address any or all of these issues, it may affect our ability to produce
revenues and our business, financial condition and results of operations will be adversely affected.

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If we are unable to develop and establish brand image or product quality, or if we encounter product recalls, our business may suffer.

Our success depends on our ability to develop and establish brand image for our products, lighting solutions and applications for Elastolite ® .
We have no assurance that our advertising, marketing and promotional programs will have the desired impact on our products’ brand image or
consumer preferences. Product quality issues, real or imagined, or allegations of product defects, even if false or unfounded, could tarnish the
image of the affected brands and may cause consumers to choose other products. We may be required from time to time to recall products
entirely. Product recalls could adversely affect our profitability and our brand image. We do not maintain recall insurance. While we do not
expect to have any credible product liability litigation, there is no assurance that we will not experience such litigation in the future. In the
event we do experience product liability claims or a product recall, our financial condition and business operations could be materially
adversely effected.

We may acquire or make investments in companies or technologies that could cause loss of value to our stockholders and disruption of our
business.

Subject to our capital constraints, we intend to continue to explore opportunities to acquire companies or technologies in the future. Entering
into an acquisition entails many risks, any of which could adversely affect our business, including:
        •    Failure to integrate the acquired assets and/or companies with our current business;
        •    The price we pay may exceed the value we eventually realize;
        •    Loss of share value to our existing stockholders as a result of issuing equity securities as part or all of the purchase price;
        •    Potential loss of key employees from either our current business or the acquired business;
        •    Entering into markets in which we have little or no prior experience;
        •    Diversion of management’s attention from other business concerns;
        •    Assumption of unanticipated liabilities related to the acquired assets; and
        •    The business or technologies we acquire or in which we invest may have limited operating histories, may require substantial
             working capital, and may be subject to many of the same risks we are subject to.

If we do not respond effectively and on a timely basis to rapid technological change, our business could suffer.

Our industry is characterized by rapidly changing technologies, industry standards, customer needs and competition, as well as by frequent new
product and service introductions. We must respond to technological changes affecting both our customers and suppliers. We may not be
successful in developing and marketing, on a timely and cost-effective basis, new services that respond to technological changes, evolving
industry standards or changing customer requirements. Our success will depend, in part, on our ability to accomplish all of the following in a
timely and cost-effective manner:
        •    Effectively using and integrating new technologies;
        •    Continuing to develop our technical expertise;
        •    Enhancing our engineering and system design services;
        •    Developing services that meet changing customer needs;
        •    Advertising and marketing our services; and
        •    Influencing and responding to emerging industry standards and other changes.

An interruption in the supply of products and services that we obtain from third parties could cause a decline in sales of our products.

In designing, developing and supporting our products, lighting solutions and applications for Elastolite ® , we rely on many third party
providers. These suppliers may experience difficulty in supplying us products or services sufficient to meet our needs or they may terminate or
fail to renew contracts for supplying us these products or services on terms we find acceptable. If our liquidity deteriorates, our vendors may
tighten our credit, making it more difficult for us to obtain suppliers on terms satisfactory to us. Any significant interruption in the supply of
any of these products or services could cause a decline in sales of our services, unless and until we are able to replace the functionality provided
by these products and services. We also depend on third parties to deliver and support reliable products, enhance their current products, develop
new products on a timely and cost-effective basis and respond to emerging industry standards and other technological changes.

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Growth of internal operations and business may strain our financial resources.

We intend to significantly expand the scope of our operating and financial systems in order to build and expand our business. Our growth rate
may place a significant strain on our financial resources for a number of reasons, including, but not limited to, the following:
        •    The need for continued development of our financial and information management systems;
        •    The need to manage strategic relationships and agreements with manufacturers, suppliers and distributors; and
        •    Difficulties in hiring and retaining skilled management, technical and other personnel necessary to support and manage our
             business.

We cannot give you any assurance that we will adequately address these risks and, if we do not, our ability to successfully expand our business
could be adversely affected.

Current global economic conditions may adversely affect our industry, business and result of operations.

Historically, disruptions in the current global credit and financial markets have included diminished liquidity and credit availability, a decline
in consumer confidence, a decline in economic growth, an increased unemployment rate, and uncertainty about economic stability. There can
be no assurance that there will not be deterioration in credit and financial markets and confidence in economic conditions. These economic
uncertainties affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business
activities. Adverse global economic conditions and tightening of credit in financial markets may lead consumers to postpone spending, which
may cause our customers to cancel, decrease or delay their existing and future orders with us. In addition, financial difficulties experienced by
our suppliers, manufacturers, distributors or customers could result in product delays, increased accounts receivable defaults and inventory
challenges. We are unable to predict the likely duration and severity of the current disruptions in the credit and financial markets and adverse
global economic conditions. If uncertain economic conditions continue or further deteriorate, our business and results of operations could be
materially and adversely affected.

Significant changes in government regulation may hinder sales.

The production, distribution, sale and marketing of our products and technology are subject to the rules and regulations of various federal, state
and local agencies, various environmental statutes, and various other federal, state and local statutes and regulations applicable to the
production, transportation, sale, safety, and advertising of or pertaining to our products and technology. New statutes and regulations may also
be instituted in the future. Compliance with applicable federal and state regulations is crucial to our success. Although we believe that we are in
compliance with applicable regulations, should the federal government or any state in which we operate amend its guidelines or impose more
stringent interpretations of current laws or regulations, we may not be able to comply with these new guidelines. Such regulations could require
the reformulation of certain products to meet new standards, market withdrawal or discontinuation of certain products we are unable to
redesign or reformulate, imposition of additional record keeping requirements and expanded documentation regarding the properties of certain
products. Failure to comply with applicable requirements could result in sanctions being imposed on us or the manufacturers of any of our
products, including but not limited to fines, injunctions, product recalls, seizures and criminal prosecution. Further, if a regulatory authority
finds that a current or future product or production run is not in compliance with any of these regulations, we may be required to have the
packaging of our products changed which may adversely affecting our financial condition and operations. We are also unable to predict
whether or to what extent a warning under any of applicable statute would have an impact on costs or sales of our products.

If we are not able to adequately protect our intellectual property, we may not be able to compete effectively.

Our ability to compete depends in part upon the strength of our proprietary rights in our technologies, brands and content. Currently, and going
forward, we expect to rely on a combination of U.S. and foreign patents, trademarks, trade secret laws and license agreements to establish and
protect our intellectual property and proprietary rights. The efforts we have taken and expect to take to protect our intellectual property and
proprietary rights may not be sufficient or effective at stopping unauthorized use of our intellectual property and proprietary rights. In addition,
effective trademark, patent, copyright and trade secret protection may not be available or cost-effective in every country in which

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our services are made available. There may be instances where we are not able to fully protect or utilize our intellectual property in a manner
that maximizes competitive advantage. If we are unable to protect our intellectual property and proprietary rights from unauthorized use, the
value of our products may be reduced, which could negatively impact our business. Our inability to obtain appropriate protections for our
intellectual property may also allow competitors to enter our markets and produce or sell the same or similar products. In addition, protecting
our intellectual property and other proprietary rights is expensive and diverts critical managerial resources. We rely in part on our currently
issued patents to support competitive position. There can be no assurance that some of our patents will not be challenged at a later date. There
can be no guarantee that we will be successful in obtaining additional patents that we may need at a later date to support certain growth
initiatives. Our ability to defend our patents, if they are challenged, or the inability to obtain certain patents in the future, could have a material
adverse effect in future periods. If we are otherwise unable to protect our intellectual property and proprietary rights, our business and financial
results could be adversely affected.

If we are forced to resort to legal proceedings to enforce our intellectual property rights, the proceedings could be burdensome and expensive.
In addition, our proprietary rights could be at risk if we are unsuccessful in, or cannot afford to pursue, those proceedings. In addition, the
possibility of extensive delays in the patent issuance process could effectively reduce the term during which a marketed product is protected by
patents.

The intellectual property to support our intermediate and long-term growth plans continues to be developed and there can be no assurance that
we will complete such process. The addition of intellectual property to support this growth is particularly dependent on the continued services
of our technology team and its ability to develop additional technologies to support such growth plans. If we do not have the financial resources
to develop the intellectual property to fully support these growth plans, our ability to develop future products and refinement of current
products could be negatively impacted.

We may also need to obtain licenses to patents or other proprietary rights from third parties. We may not be able to obtain the licenses required
under any patents or proprietary rights or they may not be available on acceptable terms. If we do not obtain required licenses, we may
encounter delays in product development or find that the development, manufacture or sale of products requiring licenses could be foreclosed.
We may, from time to time, support and collaborate in research conducted by universities and governmental research organizations. We may
not be able to acquire exclusive rights to the inventions or technical information derived from these collaborations, and disputes may arise over
rights in derivative or related research programs conducted by us or our collaborators.

Assertions against us by third parties for infringement of their intellectual property rights could result in significant costs and cause our
operating results to suffer.

The electronic and alternative lighting industries are characterized by vigorous protection and pursuit of intellectual property rights and
positions, which results in protracted and expensive litigation for many companies. Other companies with greater financial and other resources
than us have gone out of business from costs related to patent litigation and from losing a patent litigation. We may be exposed to future
litigation by third parties based on claims that our technologies or activities infringe the intellectual property rights of others. Although we try
to avoid infringement, there is the risk that we will use a patented technology owned or licensed by another person or entity and be sued for
patent infringement or infringement of another party’s intellectual property or proprietary rights. If we or our products are found to infringe the
intellectual property or proprietary rights of others, we may have to pay significant damages or be prevented from making, using, selling,
offering for sale or importing such products or services or from practicing methods that employ such intellectual property or proprietary rights.

Further, we may receive notices of infringement of third-party intellectual property rights. Specifically, we may receive claims from various
industry participants alleging infringement of their patents, trade secrets or other intellectual property rights in the future. Any lawsuit resulting
from such allegations could subject us to significant liability for damages and invalidate our proprietary rights. These lawsuits, regardless of
their success, would likely be time-consuming and expensive to resolve and would divert management time and attention. Any potential
intellectual property litigation also could force us to do one or more of the following:
        •    stop selling products or using technology or manufacturing processes that contain the allegedly infringing intellectual property;
        •    pay damages to the party claiming infringement;
        •    attempt to obtain a license for the relevant intellectual property, which may not be available on commercially reasonable terms or
             at all; and
        •    attempt to redesign those products that contain the allegedly infringing intellectual property with non-infringing intellectual
             property, which may not be possible.

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The outcome of a dispute may result in our need to develop non-infringing technology or enter into royalty or licensing agreements. We may
agree to indemnify certain customers for certain claims of infringement arising out of the sale of our products. Any intellectual property
litigation could have a material adverse effect on our business, operating results or financial condition.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary
information.

Our success depends upon the skills, knowledge and experience of our technical personnel, our consultants and advisors as well as our
licensors and contractors. Because we operate in a highly competitive field, we rely almost wholly on trade secrets to protect our proprietary
technology and processes. However, trade secrets are difficult to protect. We enter into confidentiality and intellectual property assignment
agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers and other advisors. These
agreements generally require that the receiving party keep confidential and not disclose to third parties confidential information developed by
us during the course of the receiving party’s relationship with us. These agreements also generally provide that inventions conceived by the
receiving party in the course of rendering services to us will be our exclusive property. However, these agreements may be breached and may
not effectively assign intellectual property rights to us. Our trade secrets also could be independently discovered by competitors, in which case
we would not be able to prevent use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained
and was using our trade secrets could be difficult, expensive and time consuming and the outcome would be unpredictable. In addition, courts
outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could
adversely affect our competitive position.

We face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base and
generating revenue.

There are many companies who do or will compete directly with our current and planned products, technology and services. These companies
may already have an established market in our industry. Most of these companies have significantly greater financial and other resources than
us and have been developing their products and services longer than we have been developing ours. Additionally, there are not significant
barriers to entry in our industry and new companies may be created that will compete with us and other, more established companies who do
not now directly compete with us, may choose to enter our markets and compete with us in the future. Our inability to compete effectively with
larger companies could have a material adverse effect on our business activities, financial condition and results of operations.

If we are unable to attract, train and retain marketing, technical and financial personnel, our business may be materially and adversely
affected.

Our future success depends, to a significant extent, on our ability to attract, train and retain marketing, technical and financial personnel.
Recruiting and retaining capable personnel, particularly those with expertise in our chosen industries, are vital to our success. There is
substantial competition for qualified marketing, technical and financial personnel, and there can be no assurance that we will be able to attract
or retain our marketing, technical and financial personnel. If we are unable to attract and retain qualified employees, our business may be
materially and adversely affected.

Our business depends substantially on the continuing efforts of our executive officers and our business may be severely disrupted if we lose
their services.

Our future success depends substantially on the continued services of our executive officers. In particular, our performance depends, in large
part, upon our officers and their existing relationships in the industry. We do not maintain key man life insurance on any of our executive
officers and directors. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able
to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain
new officers. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some of our customers.

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We are subject to manufacturing risks.

We intend to use contract manufacturers for a majority of our production volumes. There can be no assurance that contract arrangements will
be finalized or maintained at cost levels that will insure that we achieve the necessary gross margin to attain profitability. Any interruption in
the manufacturing capacity or production of contract manufacturers would impact their ability to complete orders under contract terms or
accept new orders and could have a negative impact on our sales and financial viability.

We are subject to production risks.

Some of our products and technology have not undergone extensive field and consumer testing. If failure of our products or technology should
occur, we could be subject to warranty claims and other liabilities which could have a negative effect on our financial stability and further
negatively affect both current and future sales. Certain of our important raw materials are available or obtained from a limited number of
suppliers at the current time. Should one of these suppliers discontinue its production or distribution of these materials, unless we have
developed additional suppliers in the interim, the result would have a materially adverse impact on us and could result in our production being
suspended until an acceptable substitute could be found.

We are subject to potential technological obsolescence.

Our success is based on our ability to capitalize on our core patents and intellectual property in the marketplace and continue, through research
and development, to develop improved technology. Other companies may develop technology that leapfrogs our existing technology thereby
making our technology obsolete. Advancements could materially adversely affect our growth and future business.

We are subject to marketing risks.

The markets that we targeted as immediately viable are subject to changing consumer trends and personal taste and could be impacted by
factors outside our control. Any economic factors which impact our markets could have a negative impact on us and our financial performance.
Certain of the markets that we have targeted are classified as “high tech” and as such are subject to rapid technological advancements as well as
high barriers such as cost, vendor status, criteria and time constraints. If any of these markets are subject to adverse economic conditions or
experience an economic downturn, we could be negatively impacted.

After we introduce some of our products to the market, it is expected that we will attract an increased level of competition from companies that
make products that are similar to our product. Any increased level of competition from other companies in the areas that we have targeted
could lead to lower margins than projected and have a negative impact on us. We have made assumptions on the timing and cycles to market
that, if in error, could adversely impact future revenue and cash flow.

Our products are subject to government regulations and customer requirements regarding safety matters that may require significant
expenditures by us to ensure compliance.

Our products (and certain uses of our products) may be subject to governmental regulations for compliance with applicable safety standards.
Any failure to comply with such standards could subject us to both governmental fines as well as possible claims by consumers.

We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our
failure to comply with, existing and future requirements could adversely affect our business.

We may face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently
adopted by the Securities and Exchange Commission (“SEC”) and the Public Company Accounting Oversight Board. These laws, rules and
regulations continue to evolve and may become increasingly stringent in the future. In particular, under SEC rules, we are required to include
management’s report on internal controls as part of our annual report pursuant to Section 404 of the Sarbanes-Oxley Act. The financial cost of
compliance with these laws, rules and regulations is expected to be substantial. We cannot assure you that we will be able to fully comply with
these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these
laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.

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Risks Relating to our Common Stock and our Status as a Public Company
The relative lack of public company experience of our management team may put us at a competitive disadvantage.
Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such
as those imposed by Sarbanes-Oxley Act of 2002. Prior to the Merger, the individuals who now constitute our senior management team had
never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and
making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and
timely manner that adequately responds to such increased legal, regulatory compliance and reporting requirements. Our failure to comply with
all applicable requirements could lead to the imposition of fines and penalties and distract our management from attending to the growth of our
business.

Our board of directors does not intend to declare or pay any dividends to our stockholders in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon,
among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors the
board of directors considers relevant. There is no plan to pay dividends in the foreseeable future, and if dividends are paid, there can be no
assurance with respect to the amount of any such dividend.

Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our
existing stockholders and/or have rights and preferences greater than our common stock.

Pursuant to our Articles of Incorporation, we currently have 600,000,000 shares of common stock authorized and 50,000,000 shares of
preferred stock authorized. As of August 31, 2012, we had 34,502,121 shares of common stock issued and outstanding, 1,000,000 shares to be
issued in fulfillment of recent subscriptions, 27,111,248 shares to be issued in connection with the conversion of the Series C Notes that
became effective August 31, 2012, and up to an additional 15,084,216 shares issuable upon exercise of outstanding options and warrants. As a
result, our Board of Directors has the ability to issue a large number of additional shares of common stock without stockholder approval,
which, if issued, could cause substantial dilution to our existing stockholders. In addition, we may elect to issue preferred stock or other
securities in the future having rights and preferences greater to our common stock. Our Articles of Incorporation provide that the Board may
designate the rights and preferences of preferred stock without a vote by the shareholders.

A limited public trading market exists for our common stock, which makes it more difficult for our stockholders to sell their common stock
in the public markets.

Our common stock is not listed on any stock exchange, although it is quoted on the OTCQB Tier of the U.S. OTC Markets. No trades of our
common stock took place on the OTCQB prior to the Merger. No assurance can be given that an active market will continue to develop or that
a stockholder will ever be able to liquidate its shares of common stock without considerable delay, if at all. Many brokerage firms may not be
willing to effect transactions in our securities. Even if a purchaser finds a broker willing to effect a transaction in these securities, the
combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Furthermore, our
stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well
as general economic, political and market conditions, such as recessions, lack of available credit, interest rates or international currency
fluctuations may adversely affect the market price and liquidity of our common stock.

Shares of our common stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares
are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a
“shell company.” In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering,
will be subject to the resale restrictions of Rule 144(i).

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“ Rule 144 ”), a “shell company” is defined as a company that has no or
nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount
of cash and cash equivalents and nominal other assets. As such, we may

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be deemed a “shell company” pursuant to Rule 144 prior to the Merger, and as such, sales of our securities pursuant to Rule 144 are not able to
be made until a period of at least twelve months has elapsed from the date on which our Current Report on Form 8-K, as amended, dated
May 4, 2012, was filed with the Commission reflecting our status as a non-“shell company.” Therefore, any restricted securities we sell in the
future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and
unless such securities are registered with the Commission and/or until a year after the date of the filing of our Current Report on Form 8-K, as
amended, dated May 4, 2012, and we have otherwise complied with the other requirements of Rule 144. As a result, it may be harder for us to
fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it will be harder for us to raise
funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to
expend additional resources in the future. Our previous status as a “shell company” could prevent us from raising additional funds, engaging
employees and consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the
value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any
registered offering, will be subject to the resale restrictions of Rule 144(i).

Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit a
stockholder’s ability to buy and sell our stock.

Our stock is categorized as a “penny stock”. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security
that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our
securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other
than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information
about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current
bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer
and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have
the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage
investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable
for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at
least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We may not qualify to meet listing standards to list our stock on an exchange.

The SEC approved listing standards for companies using reverse mergers to list on an exchange may limit our ability to become listed on an
exchange. We would be considered a reverse merger company (i.e., an operating company that becomes an Exchange Act reporting company
by combining with a shell Exchange Act reporting company) that cannot apply to list on NYSE, NYSE MKT (formerly NYSE-Amex) or
Nasdaq until our stock has traded for at least one year on the U.S. OTC market, a regulated foreign exchange or another U.S. national securities
market following the filing with the SEC or other regulatory authority of all required information about the merger, including audited
financials. We would be required to maintain a minimum $4 share price ($2 or $3 for NYSE MKT) for at least thirty (30) of the sixty
(60) trading days before our application and the exchange’s decision to list. We would be required to have timely

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filed all required reports with the SEC (or other regulatory authority), including at least one annual report with audited financials for a full
fiscal year commencing after filing of the above information. Although there is an exception for a firm underwritten IPO with proceeds of at
least $40 million, we do not anticipate being in a position to conduct an IPO in the foreseeable future. In order for the minimum stock price
requirement to not apply, we must satisfy the one year trading requirement and file at least four (4) annual reports with the SEC after the
Merger. To the extent that we cannot qualify for a listing on an exchange, our ability to raise capital will be diminished.

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                            CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Registration Statement and other reports filed by the Registrant from time to time with the SEC (collectively the “Filings”) contain or may
contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s
management as well as estimates and assumptions made by the Registrant’s management. When used in the filings the words “anticipate,”
“believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to the Registrant
or the Registrant’s management identify forward-looking statements. Such statements reflect the current view of the Registrant with respect to
future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this
Registration Statement entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations and
any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although the Registrant believes that the expectations reflected in the forward-looking statements are reasonable, the Registrant cannot
guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of
the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
The following discussion should be read in conjunction with the Registrant’s financial statements and pro forma financial statements and the
related notes filed with this Registration Statement.

                                                                        12
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                                   COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On May 4, 2012 (the “Closing Date”), Oryon Technologies, Inc., a Nevada corporation (the “Registrant,” “ORYN” or the “Company”), closed
a merger transaction with Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger
Sub”), and OryonTechnologies, LLC, a Texas limited liability company (“Oryon”) pursuant to an Agreement and Plan of Merger dated
March 9, 2012 (the “Merger Agreement”).

We signed a financing agreement (the “Financing Agreement”) on November 2, 2011, with Maxum Overseas Fund (“Maxum”) under which
Maxum agreed to: (1) invest $100,000 in the common equity of the Company and (ii) either invest an additional amount up to $1,900,000 in
the common equity of the Company or assist the Company in securing all or a portion of such $1,900,000 investment from alternate sources.
Prior to entering into this funding relationship, there were no relationships between Maxum and the directors, officers or other affiliates of
Oryon. To the best of our knowledge, prior to entering into this funding relationship there were no existing relationships between Maxum and
the Registrant’s then-existing directors, officers or other affiliates.

Under the terms of the Financing Agreement, for each dollar invested, the investor(s) making such investment will be issued two (2) shares of
common stock of the Company and a warrant to purchase two (2) shares of common stock of the Company with a current exercise price of
$0.50 per share and a term of five (5) years. Between November 2, 2011, and August 31, 2012, the Company received a total of $2,000,000
from subscriptions pursuant to the Financing Agreement resulting in the obligation to issue 4,000,000 shares (the “Subscription Shares”) and
warrants having the right to purchase an additional 4,000,000 shares, each with a current exercise price of $0.50. Warrants having the right to
purchase an additional 133,335 shares, each with a current exercise price of $0.50 per share, were issued to a consultant in connection with this
transaction. The Subscription Shares were issued in reliance upon Regulation S under the Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder (the “Securities Act”), to investors in offshore transactions (as defined in Rule 902 under Regulation S
under the Securities Act), based upon representations made by such investors.

In anticipation of the Merger (as defined below), on October 31, 2011, certain shareholders, including our two former executive officers and
directors, Ms. Crystal Coranes and Ms. Rizalyn Cabrillas, surrendered in aggregate 30,000,000 shares of our common stock for cancellation,
and on November 17, 2011, an additional 1,000,000 shares were surrendered for cancellation. Further, on April 19, 2012, an additional
12,000,000 shares were surrendered for cancellation by Ms. Coranes, and on April 30, 2012, an additional 2,000,000 shares were surrendered
for cancellation. In total, of the 60,000,000 shares outstanding prior to October 31, 2011, an aggregate of 45,000,000 shares were surrendered
for cancellation prior to the Merger. On March 12, 2012, the Company fulfilled some of the subscriptions pursuant to the Financing Agreement
in the aggregate amount of $400,000 resulting in the issuance of 800,000 shares of common stock (along with warrants to purchase an
additional 800,000 shares at $0.75 per share). As a result of the cancellations and the subscription fulfillment, our total number of issued and
outstanding shares of common stock was 15,800,000 as of May 4, 2012. In addition, as of May 4, 2012, as a result of the fulfillment in March
2012 of $400,000 in subscriptions out of the aggregate of $725,000 in subscriptions received prior to the Closing Date, there remained
unfulfilled subscriptions pursuant to the Financing Agreement for $325,000 resulting in an obligation to issue an additional 650,000 shares of
Company common stock (subsequently issued on or about June 3, 2012) along with warrants for the purchase of an additional 650,000 shares
of common stock at $0.50 per share.

Between November 2, 2011 and the Closing Date, the Company advanced the total of $725,000 that was derived from the sale of the
Subscriptions Shares to Oryon in return for a series of promissory notes from Oryon in the cumulative amount of $725,000. The purpose of the
advances was to provide Oryon with sufficient capital to sustain its operations until the Closing Date. The promissory notes did not have
maturity dates and did not provide for interest if the Merger was completed. The promissory notes also provided that, at closing, as explained
below, when Oryon became a wholly-owned subsidiary of the Company and, the amounts due under the promissory notes between the
Company and Oryon became intercompany obligations within the corporate group, the promissory notes would be cancelled. In the event that
the Merger was not completed, the promissory notes would accrue interest at 5% and become payable when the Company experienced one of
several events as defined in the promissory notes. Subsequent to the Closing Date, the Company received $775,000 in aggregate from two
additional subscriptions dated May 10, 2012, and May 15, 2012, pursuant to the Financing Agreement, resulting in the issuance upon
fulfillment of the subscriptions, on or about June 3, 2012, of 1,550,000 shares and warrants having the right to purchase an additional 1,550,000
shares, each with a current exercise price of $0.50. Subsequent to the end of the second quarter on June 30, 2012, the Company received
$250,000 from each of two additional subscriptions ($500,000 in aggregate) dated July 24, 2012, and August 31, 2012, respectively, pursuant
to the Financing Agreement, resulting in the issuance upon fulfillment of the subscriptions, during September 2012, of 1,000,000 shares and
warrants having the right to purchase an additional 1,000,000 shares, each with an exercise price of $0.50.

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In accordance with the terms of Merger Agreement, on the Closing Date, Oryon merged into Merger Sub in exchange for the issuance to the
members of Oryon (“Oryon Members”) of 16,502,121 shares of Company common stock (the “Merger”).

As a result of the Merger, the Oryon Members acquired 50.1% of our issued and outstanding common stock, Oryon became our wholly-owned
subsidiary, and the Registrant acquired the business and operations of Oryon. Oryon is a technology company with certain valuable products
and intellectual property rights related to a three-dimensional, elastomeric, membranous, flexible electroluminescent lamp.

Prior to the Merger, we were a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended
and the rules and regulations promulgated thereunder (“Exchange Act”).

The following description of the terms and conditions of the Merger Agreement and the transactions contemplated thereunder that are material
to the Registrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of
which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on March 14, 2012.

Issuance of Common Stock . At the closing of the Merger (the “Closing”), each issued and outstanding membership unit of Oryon (each an
“Oryon Unit”) immediately prior to the Closing was converted automatically into the right to receive eight (8) shares of Company common
stock and a Contingent Share Right (as defined below) upon surrender of the Oryon Units (the “Merger Consideration”).

Convertible Debt of Oryon . Prior to Closing, Oryon solicited its Series C convertible promissory note holders (each a “Series C Holder”) to
amend Oryon’s Series C convertible promissory notes (“Series C Notes”) such that each Series C Holder may elect to convert the amount of
outstanding principal and accrued unpaid interest under its Series C Notes into shares of Company common stock on or after the Closing and
that upon receipt by Oryon of the full $2 million of proceeds from a financing as contemplated in the Merger Agreement within nine
(9) months of the Closing, all of the Series C Notes will automatically be converted into shares of Company common stock. The amendment
provides that the number of shares of Company common stock issuable upon conversion of the Series C Notes shall be an amount equal to
eight (8) shares of Company common stock multiplied by one dollar ($1.00) divided by the current conversion price for the applicable series of
Series C Notes times the sum of face amounts of the Series C Notes and the accrued interest on the Series C Notes to the conversion date. The
amendment further provides that certain events such as breach of covenants, failure to make payments when due or bankruptcy or similar
proceedings would constitute an event of default under the Series C Notes entitling a majority in interest of the Series C Note holders to
accelerate the Series C Notes. Such amendment was approved by the Series C Holders on March 26, 2012. On August 31, 2012, the Company
received the last installment of the $2.0 million in proceeds required to cause the automatic conversion of the Series C Notes, resulting in the
issuance of 27,111,248 shares.

Warrants and Options . In connection with the Merger, Oryon solicited the consent of the holders of outstanding warrants issued by Oryon to
exchange such warrants effective as of the Closing, whereby each outstanding warrant to purchase an Oryon Unit shall be exchanged for a
warrant to purchase eight (8) shares of Company common stock. Each warrant has a Contingent Share Right. Each outstanding option to
purchase an Oryon Unit shall be exchanged for an option to purchase eight (8) shares of Company common stock under the Company’s 2012
Equity Incentive Plan. The options also have Contingent Share Rights in that each option, when exercised, will be exercisable for the number
of Company shares for which it would have been exercisable had it been exercised prior to the Closing.

Change in Management . As a condition to closing the Merger, Ms. Crystal Coranes and Ms. Rizalyn Cabrillas resigned as members of the
Registrant’s Board of Directors. In addition, at Closing, Ms. Coranes resigned as the Registrant’s President and Chief Executive Officer and
Ms. Cabrillas resigned as the Registrant’s Chief Financial Officer and Secretary. At Closing, Messrs. Thomas Patrick Schaeffer, Mark E. Pape,
Larry L. Sears, Jon S. Ross and Brendon W. Mills were appointed to the Registrant’s Board of Directors. Mr. Mills subsequently resigned and
was replaced by Richard K. Hoesterey. In addition, effective at Closing, Mr. Schaeffer was appointed as the Registrant’s new President and
Chief Executive Officer, and Mr. Pape was appointed as the Registrant’s new Chief Financial Officer, Treasurer and Secretary.

Additional information regarding the above-mentioned current directors and/or executive officers is set forth below under the section titled
“Directors and Executive Officers.”

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From and after the Closing Date, our primary operations consist of the business and operations of Oryon. In the Merger, or reverse acquisition,
the Registrant is the accounting acquiree and Oryon is the accounting acquirer. Accordingly, we are presenting herein the financial statements
of Oryon and certain pro forma financial information. Further, we disclose information about the business, financial condition, and
management of Oryon in this Registration Statement.


                                                                   BUSINESS

History of Oryon
In the late 1990’s, EL Specialists, Inc. (“ELS”), a company organized under the laws of Texas, the predecessor company of Oryon, engineered
a technological breakthrough and developed a three dimensional, elastomeric, membranous lamp that eliminated the semi-rigid nature of
conventional electroluminescent (“EL”). ELS patented and trademarked this process under the name Elastolite ® .

Elastolite was created to replace conventional EL with a highly malleable, flexible, and economical elastomeric EL lamp technology that could
be applied directly to fabrics for safety purposes. This concept required lamps that were ultra-thin, extremely flexible, washable, crushable,
formable, elastic, and heat resistant. To accomplish this formidable goal, the ink formulas and manufacturing processes of conventional EL
would need to be restructured.

In 2002, MRM Acquisitions, LLC, a company organized under the laws of Texas (“MRMA”), acquired the patents and intellectual property
(“IP”) of ELS and began preparing Elastolite for commercialization.

In addition to the textile and related apparel applications for which it was invented, Elastolite opened multiple new and innovative opportunities
for EL lighting in membrane switches, keypads, compression-molded plastics, athletic apparel, toys, occupational safety, point-of-sale displays,
automotive and household utilitarian and decorative applications. In addition, the acquired IP also contained innovative patents in the biometric
field that Oryon believes, when it is developed, will permit the launch of multiple, high volume, cost effective biometric applications.

In October 2002, OryonTechnologies, LP, a limited partnership formed under the laws of the State of Texas, was formed as the operating
company charged with exploiting and commercializing the acquired technology. In October 2004, OryonTechnologies, LP was converted to a
limited liability company, OryonTechnologies, LLC, a Texas limited liability company, and MRMA subsequently exchanged all the IP and
patents held by MRMA for membership units of Oryon. Oryon spent its first years preparing Elastolite to be marketed.

In management’s opinion, Oryon created the framework to commercialize and successfully launch Elastolite through multiple innovations
Oryon developed through market testing during the years 2003 through 2011. Oryon test marketed Elastolite in clothing with Marmot
Mountain Ltd (2004) and with Lands’ End in over 100,000 lit textile products (2006). While the test marketing provided Oryon with technical
information leading to the improvement of its technology, insufficient funding prevented Oryon from capitalizing on the resulting new product
developments and Oryon was unable to sustain the relationship with the early customers. In addition, Oryon licensed the technology to Rogers
Corporation to light cell phone keypads which ultimately resulted in the Motorola Razr cell phone which sold over 100,000,000 units
(2006-2009) and produced over $8,000,000 in revenues to Oryon. Subsequent innovations in smart phone and touch screen technologies have
eliminated the large market for more expensive keypad-type cellphones that utilized Oryon’s technology.

In 2008, Oryon granted a license to a Fortune 100 company in the field of occupational safety, spent over a year developing and qualifying
Elastolite and the Elastolite electronic system for apparel with a leading global sports apparel company’s advanced innovation team for product
launch in 2009-10, and received the first volume production order from them in 2009. Further, Oryon produced light for costumes used by
Disney in the December 2010 3-D release of the movie Tron Legacy , established a relationship with Disney Consumer Products (“DCP”) and
has worked with a leading U.S. department store as well as Adidas, Puma and Under Armour, among others, in the development of lit products.
However, without sufficient funding to be able to deliver Elastolite to fulfill large orders, Oryon did not aggressively pursue major transactions
with such customers. As a result of the completed Merger, the Company has the capital resources to re-engage with previous customers and
prospects to develop additional product applications utilizing the Company’s most updated technology and techniques, although additional
capital will be required to enable the Company to fulfill large orders that might result from such re-engagement.

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Based on the successful market testing and customer acceptance of the innovations developed by Oryon in the commercialization process of
Elastolite in the apparel (including sports apparel and shoes), textile, safety and gear markets, Oryon felt it would be ready to commercially
launch Elastolite in 2009. Consequently, in the summer of 2008, it hired an investment banker to raise the capital that would be required to
support the launch of Elastolite and to provide the time for Oryon’s Fortune 100 and 500 potential customers to incorporate it in their product
development process.

Financial offering materials were prepared and a fund raising process was initiated in September 2008. Unfortunately, at that same time the
deepening US financial crisis and the difficult economic environment made the financing process untenable. Oryon subsequently did not have
the funds required to support the development of new products in conjunction with its customers. Management did not want its customers to
launch products at a time when Oryon could not provide effective and timely customer support. In addition, the Motorola Razr cell phone was
approaching its end-of-life as a product and future revenue from this source could not be counted on. Management of Oryon therefore began to
take steps to (a) reduce overhead, (b) continue application development for potentially high volume future products, (c) hold and maintain its
major customers until adequate funding was available to launch product with them and (d) maintain barriers to entry (Oryon’s extensive patent
portfolio) for potential competition until adequate financial resources could be raised.

To accomplish the above, Oryon raised capital through the issuance of convertible notes primarily to angel investors, raising investment capital
of $888,000 in late 2008 and 2009, $1,000,000 in December 2009 and early 2010, and $560,000 in 2011. Oryon’s management anticipates that
the merger with the Company, the potential financial resources it can provide, both private and public, and access to the public financing
market will provide an opportunity for Oryon to successfully launch Elastolite, building upon the experience and customer relationships
developed during the years 2008-2011.

Background of Transaction
The Registrant was organized under the laws of the State of Nevada on August 22, 2007 to explore mineral properties under the name
“Eaglecrest Resources, Inc.” The Registrant was formed to engage in the exploration of mineral properties for gold. The Registrant had not
generated any revenue from its business operations prior to the Closing Date, and the Registrant had been unable to raise sufficient funds to
implement its operations.

As a result of the current difficult economic environment and the Registrant’s lack of funding to explore mineral properties, in 2011, the
Registrant’s Board of Directors began to analyze strategic alternatives available to the Registrant to continue as a going concern. Such
alternatives included raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a
change in the Registrant’s business plan. Through an introduction by an investment firm, Balanced Financial Securities, the Board of Directors
identified Oryon as a potential strategic acquisition that the Board believed to be in the best interest of the Registrant and its shareholders.
Oryon was attractive to the Registrant because it is a technology company with certain valuable products and intellectual property rights and
has plans to grow its business. Oryon believed the Registrant to be an attractive business combination partner, due in part, to the perceived
benefits of being a publicly registered company, allowing for increased access to capital. Accordingly, the parties entered into a letter of intent
with respect to the Merger on October 24, 2011, executed the Merger Agreement on March 9, 2012, and closed the Merger on May 4, 2012.

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Corporate Structure
As a result of the Merger, the organizational structure of the Registrant is as follows:




Subsidiaries
As noted in the diagram above, Oryon currently owns:
 •     51% interest in Oryon Asia Pacific Safety, Ltd. (“OAPS”), a Hong Kong corporation. The operations of OAPS are not material to Oryon
       and Oryon intends to liquidate OAPS before the end of 2012.
 •     100% of Oryon Technologies International Pte, Ltd. (“OTI”), a company organized under the laws of Singapore. The operations of OTI
       are not material to Oryon and Oryon intends to liquidate OTI before the end of 2012.
 •     100% of OryonTechnologiesDevelopment, LLC (“OTD”), a company organized under the laws of Texas. OTD currently conducts R&D
       and product development for Oryon. Oryon is evaluating whether to merge OTD into Oryon.
 •     100% of OryonTechnologies Licensing, LLC (“OTLIC”), a company organized under the laws of Texas. OTLIC currently conducts all
       sales, licensing and customer relations for Oryon. Oryon is evaluating whether to merge OTLIC into Oryon.

In summary, although there are various subsidiaries and affiliates currently in existence, Oryon will consider streamlining and restructuring the
Registrant by dissolving or merging them subsequent to the Merger. The Registrant will have only one subsidiary - Oryon. At Closing, Oryon
was merged into Merger Sub, which had no corporate purpose other than to serve as the merger receptacle facilitating the transaction.

Strategy
Oryon acquired and continued to develop and patent an already highly patented and innovative next-generation technology in EL light. Oryon’s
patented technology, trademarked Elastolite, enables thin, flexible, malleable, crushable, water resistant lighting systems to be incorporated into
many product applications in multiple markets that would not be feasible or, in some cases, even possible with current lighting technology.
Elastolite and its operating system, including electronics and harness, has been market tested and validated and is ready to be launched in
support of its multiple market opportunities.

To take advantage of what management considers are its multiple market opportunities, Oryon intends to raise additional capital to support its
growth strategy and its existing pipeline of opportunities. Even if successful in its capital formation efforts, Oryon will still not be able to take
advantage of all the opportunities that now present themselves.

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Oryon recognized during the commercialization process that Elastolite’s strength of being a platform technology for multiple applications in
numerous industries can also be its weakness. Due to the immense size and divergent requirements of the multiple industries Oryon can target,
Oryon must focus and initially limit the applications and industries in which it can make the most immediate impact. In this manner it can
optimize its resources and more readily leverage the positive results it achieves.

Oryon will initially focus its efforts on apparel, textiles, shoes and subsequently membrane switches. It, therefore, will evaluate its current
opportunities and select those customer applications which are presently within Oryon’s core technical competence and that present Oryon with
both high level volume and profit potential. Oryon feels opportunities are presently available in the apparel, safety-apparel, textile and
membrane switch industries.

To the extent there is adequate available capital, Oryon intends to (i) to support its existing pipeline of opportunities in its target markets with
additional application and technical transfer engineers and customer service personnel and (ii) to take advantage of new, but previously
identified, market opportunities in apparel, textiles and shoes. Once traction is achieved in its initial target markets, and planned development
of new opportunities are completed, Oryon will attempt to expand into other targeted opportunities that presently exist with lit molded product
applications such as laptop keypads, remote controls, toys, lit cycling and biking helmets, lit cell phone cases and multiple automotive
opportunities. Subsequently, other opportunities in the following fields will be evaluated at a later date: point-of-sale, outdoor displays, security
systems, household furnishings, decorative floorings, various military applications and molding in all of the above.

Apparel, Textiles, Shoes and Gear : Within Oryon’s target textile markets, billions of units are shipped each year. This market includes
outerwear, industrial safety, municipal safety, military, athletic apparel, men’s, women’s and children’s clothing, shoes and gear. These
markets generate over $250 billion annual revenues and are second in size only to the food industry.

When Oryon originally purchased patents for a new evolutionary EL lamp, trademarked Elastolite, the technology, although functional in the
lab, had never been commercially developed or validated. Oryon needed to obtain corroboration on the soundness of its lamp system on a
commercial level. Oryon determined that its initial marketing with Elastolite should be in the apparel, textile, shoe and gear markets. In 2004,
Oryon began, through normal commercial relationships between itself and its customers, testing the validity of its lamp system with multiple
companies in multiple markets relating to textiles. Oryon obtained the market corroboration and validation in the apparel, textile and gear arena
through its test marketing of Elastolite in over 100,000 apparel and gear items sold by Marmot Mountain and Lands’ End; through its work
with the innovation team of a leading Fortune 500 sports apparel brand; by lighting the costumes for the Disney film Tron Legacy that was
released in December 2010 and through its relationship with its Fortune 100 licensee in occupational safety products. Based on Elastolite being
sold by these companies in their products to consumers, used promotionally by these companies promoting their own products and by working
with the development teams and factories from most of the companies that used Elastolite, Oryon was not only able to corroborate its
technology in the uses for which it was intended, but also able to make additional improvements to the Elastolite system. Until Oryon raised
adequate capital to support a larger customer base, it elected not to pursue active further development of products with the companies
mentioned above.

Now that additional capital has been raised by Oryon, and Elastolite is ready to be commercially launched, Oryon is now actively working with
leading companies in their respective fields in apparel, textiles and gear and selectively re-engaging the companies mentioned above. Oryon
will attempt to both grow and leverage these relationships. Product development time cycles with the larger global companies ranges between
12 and 18 months with the smaller companies in a 6 to 8 month time cycle. Oryon believes that revenue, other than revenue generated from
product development with these companies, will begin in the 4 th quarter 2012 and increase throughout 2013 and thereafter. Oryon will build a
marketing, sales and customer service team in addition to application engineering and research and development teams that will both service
and exploit existing customers and develop and manage new prospects and projects within each segment of the apparel and textile market it
undertakes. To date, Oryon’s marketing, business development and customer service team is comprised of three people and Oryon plans to hire
several additional people to this team as the customer base is expanded. To date, Oryon has employed three people in its engineering and
research and development team and plans to add incremental personnel as the client base increases.

Expansion of its application engineering and research and development teams will be critical to the future success of Oryon. A large percentage
of Oryon’s operating expense is incurred upfront in the product cycle when Oryon engineers work with Oryon customers in their product
development. Further Oryon engineering man power is also needed once an order has been received (prototype or volume) when Oryon
transfers Oryon’s technology to the customer’s factories. Without this added engineering support, Oryon will be limited in the rate of growth of
its volume.

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As sales opportunities present themselves, Oryon will also expand its marketing and customer support teams. These teams will not only
develop new customers and customer opportunities but will spend time interfacing between Oryon customers and Oryon engineering staff.

As of the current date, Oryon is actively working a prospect pipeline that management believes represents significant sales opportunities in the
apparel and textile markets.

The timeline to market for major brands is approximately 12 to 18 months from inception of product development to shipment to retailer.
While the sports apparel markets are prime targets for Oryon, Oryon will simultaneously develop the occupational safety and corporate identity
markets which have a much shorter timeline to revenue. Oryon will establish strategic distribution and manufacturing relationships in the safety
markets through which lit safety and corporate identity products will be sold.

Oryon is currently building the infrastructure and scalability required to service its customers in the apparel industry and to have the capability
to expand its capacity to serve these customers as opportunities present themselves.

Membrane Switches, Gauges and Keypads : The primary applications in this target segment include cell phones and cell phone cases,
appliances, remote controls, telecom equipment, medical instrumentation, industrial controls, gauges of all types and keypads. Oryon will hire
marketing and sales management to work directly with large customers in these markets and manage the contract sales organizations that
Oryon will utilize that are regionally focused and have existing channels and relationships that Elastolite technology can leverage, complement
and extend.

Compression and In-Molded Products: In late 2007, Oryon began testing the feasibility of in-molding and compression molding its lamps.
Together with a significant international chemical company, Oryon lamps were successfully shaped and in-molded. To Oryon’s knowledge,
Elastolite is the only lamp technology that has been successfully in-molded. The success of this experiment opens up multiple applications such
as lit cell phone cases, toys, in-molded lit keypads and decorative molding on many products. Oryon will actively continue its development of
this technology for commercialization and launch the new technology as soon as traction is built in apparel, textiles, membrane switches and
keypads.

Oryon will initially execute its growth strategy in its target markets as follows:
        •    Oryon will develop its existing brand name targeted customers in specific markets through direct sales, strategic relationships
             and/or licensing. Oryon’s existing targeted customers are principally established brands or retailers with proven revenue streams,
             known channels of distribution and consumer acceptance. Oryon will simultaneously develop the occupational safety and
             corporate identity markets that have a much shorter timeline to revenue.
        •    In parallel, Oryon will create a highly adaptive licensing or strategic relationship model for both manufacturing and selling
             Elastolite.
        •    Oryon will build the needed sales infrastructure, both internal and external that will be responsible for working with sales prospects
             to develop specifications for product prototypes and co-develop new product applications.
        •    Oryon will build an infrastructure of supporting companies (approved suppliers) with capabilities that will permit Oryon to become
             a solution provider to its strategic partners, customers and licensees in each of the market segments it undertakes.
        •    Oryon will continually evaluate and expand the intellectual property and patent portfolio that will permit and enable its future
             growth and market opportunities.

As Oryon gains traction in its initial focus markets, it will gradually begin expanding into new market segments it has identified, such as
in-molded products, membrane switches, point-of-sale, toys, automotive and military. Oryon will seek industry partners to either co-develop or
license Elastolite technology in promising new high technology fields that require extended developmental time horizons. Such fields include
biometric fingerprint sensors in which Oryon holds two patents, high speed roll-to-roll printing that may permit Oryon to offer cost effective
solutions for such product as floor lighting and printed flexible batteries. These new technological developments may provide expansive future
growth opportunities for Oryon.

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Revenues and Capital Requirements
Oryon’s historical revenues have been minimal as the focus has been on product development. Past revenues were principally generated
through the following:
        •    Market tests with Lands’ End and Marmot Mountain Ltd.;
        •    Running jacket with leading Fortune 500 sports apparel brand;
        •    Royalty from Rogers Corporation generated by the backlighting of the keypad of the Motorola RAZR cell phone; and
        •    Revenue generated by lighting the costumes for Disney’s movie Tron Legacy .

Oryon believes it will require additional capital in the future. It is currently developing a specific multi-year fundraising plan based on the
following considerations:
        •    The identification of potential new markets for our products;
        •    Projected short and long term revenues and profits;
        •    Personnel required to properly service its projected future sales; and
        •    Future requirement for capital expenditures.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations: Liquidity and Capital Resources”.

Technology
Oryon, utilizing polymer thick film technology, has created a new generation EL lamp. Oryon’s technology has created an elastomeric lamp
that is capable of being placed on and over three dimensional shapes that require a high level of malleability in operation or performance.
Traditional EL technologies require the EL lamp to be manufactured, or printed, on an indium tin oxide sputtered polyester foundation, which
creates a semi-rigid structure. This structure is highly susceptible to both moisture and stress. Oryon’s patented innovation eliminates all rigid
and semi-rigid materials used in constructing a traditional EL lamp and replaces those materials with membranous films, creating an
elastomeric and membranous lamp that can be printed on many different surfaces. This breakthrough has opened multiple new and innovative
opportunities for EL lighting in textiles and related apparel, membrane switches, keypads, toys, safety products, point of sale displays,
automotive and household utilitarian and decorative applications and gear. Further, Oryon’s technology permits light to be printed only where
it is needed on a cost effective basis.

Oryon believes Elastolite, Oryon’s trademarked electroluminescent lamp, is a disruptive platform lighting technology. Unlike reflective tapes,
an electroluminescent lamp emits light by the direct conversion of electrical energy into light through energized phosphors. Although
electroluminescent lamp technology is not new, Elastolite broke through restrictive barriers previously existing that limited the growth of
electroluminescent technology:
        •    Elastolite is a unique form of electroluminescent lamp
        •    Elastolite is 3-dimensional, elastomeric, membranous Polymer Thick Film (PTF)
        •    Elastolite can be printed directly on almost any surface
        •    Elastomeric is a polyurethane ink structure

Advantages of Elastolite




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1. Edmundo Castillo – The Edmundo Castillo shoe shown above is currently being produced by Edmundo Castillo, a leading maker of
couturier shoes, for delivery to stores for late 2012.

2. Disney/Adidas – The Adidas sneakers shown above were sneakers provided by Adidas and lit by Oryon for promotion of Disney’s movie
Tron Legacy . They were displayed at Comic-Con in 2010. Adidas, Disney and Oryon worked together on this promotion. These shoes were
sold at a charity event sponsored by Disney.

3. Occupational Safety – The occupational safety jacket above is not in the market. It was developed by Oryon to show potential customers the
safety advantages of lighting occupational safety apparel for occupational safety workers such as police, fire, EMS, construction workers, etc.

4. Life Preservers – The life preserver shown above is a mockup demonstrating the added safety feature Elastolite can bring to boaters or
people working in a water environment. The life preserver is not currently in the market.

The above characteristics permit Oryon’s Elastolite to be advantageously positioned alongside other lighting technologies such as traditional
EL and light emitting diode (“LED”) technology. Oryon believes Elastolite offers multiple advantages over existing light technologies such as:
        •    Water Resistant – Elastolite, unlike LED’s and traditional EL, is an all-weather lamp. Although it is not, in its natural state, totally
             waterproof, it is highly water resistant. It can be machine washed and dried. Unlike competitive lighting sources, it is a natural
             addition to any article of clothing, gear, or safety related product that is used or worn in an outdoor environment or to most outdoor
             displays where resistance to adverse weather is required.
        •    Elastomeric and Moldable – Elastolite is 3-Dimensional. Not like traditional EL or LED’s, it can stretch, bend, fold or literally be
             united with almost any application where flexibility and malleability are important. Elastolite is extremely thin. The thinness and
             elastomeric malleable characteristics permit Elastolite to be applied or printed to clothing where movement and comfort are
             important or it could, with some additional development, be placed directly under or in-molded into individual keys on keypads or
             push buttons on membrane switches thereby maintaining a tactile feel while providing a uniform high quality light literally
             unobtainable by competing light sources.
        •    Durable – Distinct from traditional EL, due to its elastomeric, membranous and homogenous polyurethane structure, Elastolite will
             not crease or break when folded, bent or compression molded. It can withstand both heat and cold, yet generates no heat of its own.
             In switch and keypad applications it has successfully been tested to over 10,000,000 actuations. These characteristics permit
             Elastolite to be molded, used directly under laptop and membrane switch keypads, withstand the rigors clothing applications
             require and survive uses on outdoor applications such as outdoor displays, equipment, and rainwear in addition to multiple military
             applications.
        •    Economical– Elastolite, although capable of being created with thermally cured inks, is principally built based on Ultra Violet
             (“UV”) cured inks. This permits Elastolite to be printed on high speed roll-to-roll printing equipment and can eliminate costly
             elongated thermal heating equipment required by most all traditional EL lamp systems. Additionally, as opposed to printing on an
             ITO PET substrate like traditional EL, Elastolite can be printed on almost any substrate and printed only where light is needed
             thereby eliminating wasted materials and integration and assembly labor. Oryon’s membrane switch patents also eliminate most all
             hand assembly required when building a membrane switch.
        •    Moldable – Elastolite can be in-molded or compression molded into or onto plastics. Because of the durable and elastomeric
             advantages described above, Elastolite can withstand the pressure, heat and deformation required when in-molding it into plastic
             applications. This opens up multiple potential applications such as lit cell phone cases, lit logos on company products, and lit
             decorative effects printed with graphics on multiple plastic products. It permits light to take the shape of the product or application
             onto which it is placed.
        •    Uniform Light – Elastolite is a blanket uniform light as opposed to a LED point light. Although not as bright as an LED; in poor
             visibility or at night, it can be seen more easily. Since the light can be placed directly where light is needed, the resulting effort is a
             uniform high quality light thereby enhancing the value of any product where quality of light and image is important.

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Because of its unique characteristics and competitive advantages, Oryon believes Elastolite is an enabling technology that allows new and
innovative uses of light in product applications in which light, using any other lighting technology, previously was not practical or cost
effective. Unlike other lighting technologies, due to its elastomeric, durable and cost effective features and thereby its ability to be folded,
crushed, molded, and washed, Elastolite opens up the possibility of multiple breakthrough innovative applications spanning numerous
industries.

Intellectual Property
Oryon’s intellectual property (“IP”) position has provided the company with a strong competitive position. As of the Closing Date, Oryon had
57 patents considered by management to be material, including 18 U.S. patents (all issued and none pending) and 39 international patents (32
issued and 7 pending). Oryon’s core patents are not related directly to specific products, but instead relate to technical processes, manufacturing
methods, materials and other aspects of Oryon’s Elastolite technology, including , for example, producing a lamp in a membranous form, the
use of UV cured inks in a membranous lamp, construction of a lit membrane switch through a continuous printing methodology and others
related to the manufacturing or construction of the lamps. Oryon has two biometric patents that Oryon management believes, when they are
developed, will permit the launch of multiple, high volume, cost effective biometric applications. The following table lists Oryon’s patents,
both issued and pending, the jurisdictions in which they were filed, the dates issued and the expiration dates.

                                                                                                           Issue Date         Expiration
            Name                                                                      Jurisdiction         or Pending           Date
            Addressable PTF Receptor for Irradiated Images (Biometrics)          US                     8/30/2005          12/21/2021
            Addressable PTF Receptor for Irradiated Images (Biometrics)          EU                     Pending            12/21/2021
            Alerting System Using Elastomeric EL Lamp Structure                  US                     8/7/2001           12/30/2016
            Alerting System Using Elastomeric EL Lamp Structure                  Taiwan                 4/15/2002          1/11/2021
            Deployment of EL Structures on Porous or Fibrous Substrates          US                     4/22/2003          5/30/2016
            Elastomeric EL Lamp on Apparel                                       US                     10/30/2001         10/15/2018
            Elastomeric Electroluminescent Lamp                                  US                     1/5/1999           12/30/2016
            Elastomeric Electroluminescent Lamp                                  South Korea            8/21/2001          12/22/2017
            Elastomeric Electroluminescent Lamp                                  Australia              3/22/2001          12/22/2017
            Elastomeric Electroluminescent Lamp                                  Belgium                6/2/2010           12/22/2017
            Elastomeric Electroluminescent Lamp                                  France                 6/2/2010           12/22/2017
            Elastomeric Electroluminescent Lamp                                  Great Britain          6/2/2010           12/22/2017
            Elastomeric Electroluminescent Lamp                                  Italy                  6/2/2010           12/22/2017
            Elastomeric Electroluminescent Lamp                                  Netherlands            6/2/2010           12/22/2017
            Elastomeric Electroluminescent Lamp                                  Canada                 3/29/2005          12/22/2017
            Elastomeric Electroluminescent Lamp                                  Germany                6/2/2010           12/22/2017
            Elastomeric Electroluminescent Lamp                                  Spain                  6/2/2010           12/22/2017
            Elastomeric Electroluminescent Lamp                                  Hong Kong              10/29/2010         12/22/2017

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            Elastomeric Electroluminescent Lamp                        Mexico          10/8/2003    12/22/2017
            Electroluminescent Lamp Membrane Switch (Continuation)     US              3/6/2007     6/9/2025
            Electroluminescent Lamp Membrane Switch (Continuation)     EU              Pending      4/6/2026
            Electroluminescent Lamp Membrane Switch (Continuation)     China           5/26/2010    4/6/2026
            Electroluminescent Lamp Membrane Switch (Continuation)     Japan           Pending      4/6/2026
            Electroluminescent Lamp Membrane Switch                    US              5/23/2006    6/9/2025
            Electroluminescent Lamp Membrane Switch (CIP)              US              2/17/2012    6/14/2026
            Electroluminescent Lamp Membrane Switch (CIP)              China           6/5/2012     6/6/2027
            Electroluminescent Lamp Membrane Switch (CIP)              Hong Kong       Pending      6/6/2027
            Electroluminescent Lamp Membrane Switch (CIP)              Taiwan          Pending      6/12/2027
            Electroluminescent Lamp Membrane Switch (CIP)              EU              Pending      6/7/2027
            Electroluminescent System in Monolithic Structure          US              1/5/1999     5/30/2016
            Electroluminescent System in Monolithic Structure          Spain           7/14/2004    5/29/2017
            Electroluminescent System in Monolithic Structure          Great Britain   7/14/2004    5/29/2017
            Electroluminescent System in Monolithic Structure          Germany         7/14/2004    5/29/2017
            Electroluminescent System in Monolithic Structure          Hong Kong       12/24/2004   5/29/2017
            Irradiated Images Described by Electrical Contact          US              7/18/2000    6/8/2018
            Irradiated Images Described by Electrical Contact          Singapore       11/28/2003   6/8/2019
            Irradiated Images Described by Electrical Contact          Taiwan          5/1/2003     12/2/2019
            Irradiated Images Described by Electrical Contact          Canada          5/19/2009    6/8/2019
            Irradiated Images Described by Electrical Contact          Japan           5/14/2010    6/8/2019
            Irradiated Images Described by Electrical Contact          South Korea     6/14/2006    6/8/2019
            Membranous EL System in UV-Cured Urethane Envelope         US              4/6/2004     10/10/2021
            Membranous EL System in UV-Cured Urethane Envelope         China           4/11/2007    10/10/2021
            Membranous EL System in UV-Cured Urethane Envelope         EU              Pending      10/10/2021
            Membranous EL System in UV-Cured Urethane Envelope         Taiwan          1/7/2004     10/11/2021
            Membranous EL System in UV-Cured Urethane Envelope         Japan           4/15/2011    10/10/2021
            Membranous Monolithic EL Structure with Urethane Carrier   US              2/24/2004    10/10/2021
            Membranous Monolithic EL Structure with Urethane Carrier   Japan           9/26/2008    10/10/2021

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            Membranous Monolithic EL Structure with Urethane Carrier                 Taiwan         1/13/2004           10/11/2021
            Membranous Monolithic EL Structure with Urethane Carrier                 China          5/23/2007           10/10/2021
            Method of Construction of Elastomeric EL Lamp                            US             8/7/2001            12/30/2016
            Method of Construction of Elastomeric EL Lamp                            China          4/9/2008            10/15/2019
            Method and Apparatus for Illuminating a Key Pad                          US             11/30/2004          6/8/2020
            Method for Constructing EL System in Monolithic Structure                US             11/9/1999           5/30/2016
            PTF Touch Enabled Image Generator                                        US             8/12/2003           6/8/2018
            UV-Curable Inks for PTF Laminates (Including Flexible
             Circuitry)                                                              China          11/8/2006           6/19/2022
            Highly Transmissive Electroluminescent Lamp                              US             1/31/2012           12/12/2026
            Translucent Layer including Metal/Metal Oxide                            US             7/17/2001           10/15/2018

Oryon keeps developing its technology and with the support of the funding provided by future financings, will continue to expand, maintain
and enforce patent rights and protect its IP and trade secrets.

Oryon’s technology comprises three basic components: the core EL lamp, electronics to power the lamp, and the interconnect system between
the lamp and the power system. Through outsourcing, Oryon believes that it has established the infrastructure, principally through third parties,
to scale the manufacturing of the technology. Oryon continues to develop the technology to gain cost advantages, improve performance and
functionality, and to support new applications. The technologies, processes and designs described in Oryon’s patents are incorporated into
many of Oryon’s important products and expire at various times.

Oryon has developed significant processes and methodologies for integrating Elastolite systems into end-user applications and products in the
textile and membrane switch markets, successfully tested in molding Elastolite into plastics and moving forward with the concept that
Elastolite can be printed on high speed roll-to-roll printers. Oryon also has successfully worked with many of its customers’ contract
manufacturers and assemblers to integrate Elastolite into their manufacturing operations. In addition, Oryon has setup and managed
relationships with low cost, high quality contract manufacturers.

These patents that protect Oryon from certain potential competition come at a high cost. The average cost to obtain a patent ranges anywhere
from $25,000 to $100,000 per patent in addition to the annual financial maintenance requirements Oryon must pay to maintain the patents.
Failure to pay maintenance fees on each outstanding patent will cause a loss of the patent in the individual country in which the patent’s
renewal fee is not paid. Fees can range as high as $5,000 per renewal.

Each country has its own rules and regulations for both obtaining and maintaining patents although there is coordination and streamlining of
processes between European Union countries. Patents can be filed in one filing for multiple countries, and once approved, individual countries
where the patent will be effective can be selected. Cooperation also exists in filings between the European Union and the U.S.

Patents, even when approved and issued can still be challenged by third parties as not being valid. The possibility always exists that there are
competing patents or technologies existing at the time the patent was issued that were overlooked when the patent was issued. Patents can be
challenged and lost based on previously existing prior art. There are also multiple rules and regulations one must follow when challenging a
patent or making claims when prosecuting a patent. Patent law is complex and expensive. Although Oryon feels secure with its patents, there
always remains the possibility that challenges to these patents may arise and Oryon’s patents invalidated.

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Oryon will continue to evaluate the business benefits in pursuing patents in the future. Oryon currently protects all of its development work
with confidentiality agreements with its engineers, employees and any outside contractors. However, third parties may, in an unauthorized
manner, attempt to use, copy or otherwise obtain and market or distribute Oryon’s intellectual property or technology or otherwise develop a
product with the same functionality as Oryon’s IP. Policing unauthorized use of intellectual property rights is difficult, and nearly impossible
on a worldwide basis. Therefore, Oryon cannot be certain that the steps it has taken or will take in the future will prevent misappropriation of
its technology or intellectual property, particularly in foreign countries where Oryon may do business, where the laws may not protect
proprietary rights as fully as do the laws of the United States or where the enforcement of such laws is not common or effective.

Products and Distribution
Although Oryon has the potential to create multiple applications and products in multiple industries, Oryon management has determined to
attack these markets not with its own products that would require unique design, development, marketing and manufacturing expertise and
capability, but rather by targeting established brands, retailers or companies with proven revenue streams, known channels of distribution and
consumer acceptance and in cooperation with these companies let Oryon’s technology become an integral part of these companies’ products.
Oryon’s targeted customers typically have design, development and marketing teams as well as factories capable of producing their products in
mass. Oryon will work with the designers and product developers from these companies to design Oryon’s Elastolite and supporting
technology into their own products and through technology transfer, teach their factories how to integrate Elastolite into their manufacturing
process. To date, Oryon has worked with or provided Elastolite, through license agreements, to the following companies: leading Fortune 100
company, leading Fortune 500 sports apparel and shoe brand, Lands’ End, a leading international sport and shoe brand, Marmot Mountain,
Rogers Corporation, Motorola, Puma, Under Armour and suppliers to Disney.

Oryon has and will distribute Elastolite through multiple brands and corporations seeking the ability to differentiate their products with Oryon’s
Elastolite. Oryon’s customers have been and will principally be established leaders in their respective industries with defined channels of
distribution and product acceptance. As Oryon expands into new industries or product applications, it will seek to partner with leading
companies in each of its target markets.

Manufacturing
Oryon is not in the manufacturing business. Oryon has in the past established and trained third party manufacturers capable of producing
Elastolite in volume. Management anticipates continuing this policy and developing additional third party relationships in the future. These
manufacturers typically will be established through licenses granted to them by Oryon. Other than samples or small lots created for sales
purposes, Oryon will outsource the production of Elastolite to these companies. Oryon does not have any exclusive manufacturing agreements
and at present, no outsourced manufacturer represents a significant portion of Oryon’s manufacturing business.

Oryon either designs the technology needed to operate Elastolite (principally inverters that power the Elastolite) or contracts the creation of the
technology with third party design teams. All inverters must meet pre-established design and performance criteria established by Oryon. Once
created and successfully tested, the manufacture of the electronics is contracted to third party manufacturers and assemblers, both domestic and
foreign. Oryon itself does not manufacture, other than prototypes, any of the electronics needed to operate Elastolite.

To ensure that Elastolite and the products in which Elastolite is used is of the highest quality and standards, Oryon has and continues to
establish quality control systems and procedures at all levels of product development, design and manufacturing regardless of the customer or
the factory in which it is produced. Some of the procedures pertain to the following:
        •    Testing and understanding the specifications of all materials on which Elastolite is placed.
        •    Working closely with Oryon’s customers’ design and product development teams, at the earliest stages of product creation, to
             ensure that Elastolite is properly designed into their product and is capable of low cost mass production.
        •    Manufacturing guidelines and procedures are established with Oryon customers’ factories and Oryon technical transfer engineers
             to train the factories in low cost methods of integrating Elastolite into the manufacturing process.
        •    Continual audit of third party manufacturers.
        •    Establishment of well-defined processes and standards that must be met in manufacturing.

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        •    Quality control on all materials used in each stage of manufacture.
        •    Continual monitoring and adherence to environmental rules and regulations and the meeting of proper working conditions under
             which Elastolite is produced.

Industry and Competition
Oryon positions itself alongside other lighting technologies such as traditional EL and LED. In management’s opinion, Elastolite is an
enabling, innovative technology allowing the use of light in products and applications that heretofore were not practical or cost effective.

As a result, Elastolite is defining its own application space. This is especially true in the textile market, where other lighting technologies have
limited capabilities. Among its primary competitive advantages, Elastolite is positioned in applications demanding ruggedness, durability,
wearability and flexibility.

                                           Elastolite                     Traditional EL                   LED
            Temperature                    Cool                           Cool                             Warm
            Lighting                       Uniform                        Uniform                          Point
            Thickness                      Ink Layer                      Ink Layer +                      Surf. Mount
            Flexibility                    Rubber Like                    Semi-Rigid                       Rigid
            Water Resistant                Yes                            No                               No
            Moldable                       Yes                            No                               No

Traditional EL . Traditional EL is typically used as backlighting in conditions where high flexibility is not required, need for ruggedness is
average and water resistance is not an issue. Traditional EL is at a distinct disadvantage to Elastolite in the switch segment since Elastolite is
capable of applying its light directly behind, or directly onto, a key. Traditional EL providers actually cut out the key placements from a
polyethylene terephthalate (PET) substrate containing EL. Through Oryon’s patented printing process for switches, customers can save money,
improve manufacturing, and improve the quality of lighting. Within the apparel space, conventional EL products are very limited because
traditional EL cannot be washed, without incurring additional costs to waterproof, and is rigid or semi-rigid in nature.

LED . LED is normally deployed as a point light source where there is average need for ruggedness, little need for large areas of uniform light,
and no need for flexibility or water resistance. LEDs are typically used as indicator lights, in camera displays, and in cell phones. More recently
LEDs have advanced in brightness characteristics and are being positioned as a replacement to incandescent lighting technology. The pointed
nature of LEDs creates non-uniform light which cannot be channeled effectively onto the intended surface. This creates a low quality
appearance, especially in switch applications. In addition, as the trend toward miniaturization continues, LEDs are in many cases not thin
enough for membrane switch applications. Many switch applications require extensive flex at one or more connection points, which LEDs
cannot handle. In addition, the price-power-quality tradeoff is not optimal. LED prices in the switch segment increase proportionately with the
number of LEDs used in a particular application. Because Elastolite is a blanket light, it can achieve full coverage of uniform light that cannot
be achieved by LEDs. The more LEDs required in a particular application to achieve a given light effect, the higher the cost. In any given
application, the cost advantages/disadvantages between LED’s and Elastolite are based on the quality of light demanded and the number of
LEDs required to obtain that quality.

We believe that Elastolite should be the light of choice where high-quality uniform lighting is required that needs to be thin, malleable,
washable and durable when exposed to multiple stresses. It is not the light of choice for all applications. Traditional EL and LEDs may be
preferred when used in non-stressed environments where brightness is needed. LEDs can be cheaper to use than Elastolite where quality of
light is not paramount. In addition, traditional EL presently requires less power than Elastolite to achieve the same brightness, although
Elastolite’s increased power demands permit applications with the same brightness, but with increased malleability, which is one of Elastolite’s
differentiating characteristics. One of Oryon’s research objectives is the reduction in power demanded by Elastolite while maintaining its
increased malleability. LEDs can be used in full color active displays whereas neither Elastolite nor traditional EL can presently be used in this
manner. Nevertheless, we are not aware of any significant competitors utilizing LEDs or traditional EL for stressed applications such as apparel
where we are focusing our marketing efforts.

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To the extent that we pursue applications in non-stressed uses such as keypad backlighting or similar uses, we view our competition to consist
of other light sources or technologies, such as traditional EL, LEDs, fiber optics or organic light- emitting diodes (OLED). Oryon has focused
on target markets where it has significant advantages relative to these other technologies. Oryon views competitors in many of its market
segments as potential customers because Elastolite can offer solutions that are complementary to competitors’ existing applications. Traditional
EL is a limited market, therefore no dominant player exists. There are many small companies in the field. Some of the leading players in the
field include Rogers Corporation, Hansung, Planar, EL Korea and DuPont. Newer entrants include Lyttron (subsidiary of Bayer), Salux and
others that may have pursued alternative EL technologies; however, Oryon is not aware of any market traction related to a competitive
technology.

Oryon is focused on continuing the development of its IP and know-how, aligning itself with the strongest possible strategic partners and
expanding its infrastructure to service customers in its target markets. We believe these activities will increase barriers to potentially
competitive technologies.

Markets
Because Oryon’s Elastolite is a platform lighting technology, management believes that lit applications heretofore untried, impractical or
ineffective as a light solution are now possible to achieve. Two examples are the Motorola Razr cell phone and lighting on clothing and gear.
        •     Motorola, in building a state-of-the-art icon cell phone, wanted the phone to be both thin and provide uniform lighting in the
              keypad. Without adding a multiplicity of LED’s, uniform light would be hard to achieve as the LED could not be placed directly
              under the keypad and even if it were, the tactile feel of the keypad would be lost. Further, Elastolite, being extremely thin, helped
              the overall objective of thinness of the cell phone. Traditional EL was not practical to use. Although it was thin, and even flexible,
              it was neither malleable nor durable. It would not wear satisfactorily and the tactile feel would be lost. The solution was Elastolite.
              To date over 100,000,000 cell phones have been produced using Oryon’s Elastolite technology.
        •     Outdoor Apparel and Occupational Safety Clothing and Gear: Lit clothing in the past, although possible, was either impractical,
              difficult to wear, not cost effective or suited for an outdoor environment or for washing. Elastolite eliminated these obstacles.
              Being washable, malleable, durable and friendly to outdoor environments, it developed clothing applications that were market
              tested and validated. As a result of the information learned from these tests, Oryon was able to refine Elastolite and its electronic
              system to where a Fortune 500 company and a leading sports apparel company, integrated it into a product for retail introduction in
              late fall/winter 2009-10. In addition, the world’s leading company in reflective materials and office products, a Fortune 100
              company, licensed in December 2008 the use of Elastolite to integrate with their existing product mix.

Elastolite caters to multiple multi-billion dollar companies and markets. The above are just a few examples of these markets. The premier
markets for Elastolite include:
      • Outdoor Apparel, Textiles and Gear                                          • Gauges
      • Occupational Safety Apparel and Products                                    • Lit bicycles and Motorbikes
      • Keypads and Membrane Switches                                               • Carpet Runners
      • In-Molded and Compression Molded Products                                   • Household Appliances
            • Cell Phone Cases                                                           • Microwaves
            • Keypads                                                                    • Air Conditioning Units, Etc.
      • Automotive                                                                  • Security Systems
            • Dashboards and Controls
            • Decorative
            • Safety
      • Costumes                                                                    • Outdoor Advertising and Displays
      • Point of Sale                                                               • Outdoor Equipment
      • Decorative Floorings                                                        • Military
      • Toys and Games                                                              • Multiple Miscellaneous Applications

Seasonality
Elastolite is global in usage and its seasonality is dependent on the applications to which it becomes attached. As an example, many outdoor
utilitarian products, although used year round, will achieve their highest outdoor utility during periods of the greatest and longest darkness; fall
through spring. Some products such as toys and decorations will reach their highest consumer consumption during the holiday Christmas
season. Other applications such as military and automotive have no seasonality.

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Government Regulation
Being a new technology, there are few governmental regulations that directly affect Elastolite. Regardless, Oryon’s larger customers have
established many environmental and work place regulations that do affect their suppliers and contractors. Oryon, although typically a second
tier supplier to these customers, must meet the environmental and workplace standards established by each of its customers. Most of these
standards overlap from one company to the next although Oryon must be careful that it meets, at a minimum, all standards established by its
customers.

In addition, in the United States, Oryon is or may be required to comply with certain federal health and safety laws, laws governing equal
employment opportunity, customs and foreign trade laws and regulations, laws regulating the sales of products in schools, and various other
federal statutes and regulations. Oryon may also be subject to various state and local statutes and regulations, including California Proposition
65 which requires that a specific warning appear on any product that contains a component listed by the State of California as having been
found to cause cancer or birth defects. Many of our customers who sell products in California may be required to provide warning labels on
their products. Oryon relies on legal and operational compliance programs, as well as local counsel, to guide its businesses in complying with
applicable laws and regulations of the jurisdictions in which it does or plans to do business. Further, the conduct of Oryon’s businesses, and the
production, distribution, sale, advertising, labeling, safety, transportation and use of Elastolite, are and will be subject to various foreign laws
and regulations administered by government entities and agencies in markets where Oryon may operate and sell Elastolite. It is Oryon’s policy
to abide by the laws and regulations that apply to its business.

Also, Oryon must be careful it understands and adheres to standards established in the U.S., the European Union and multiple Asian countries
where Elastolite is produced and potentially distributed in addition to Underwriters Laboratories Inc. (UL) and Conformance European (CE)
standards established on the electronic components used to power Elastolite.

Oryon does not anticipate at this time that the cost of compliance with U.S. and foreign laws will have a material financial impact on its
operations, business or financial condition, but new regulatory and tariff legislation or changes in existing regulations may have a material
negative effect on Oryon’s business in the future. Oryon is also committed to meeting all applicable environmental compliance requirements.
Environmental compliance costs are not expected to have a material impact on Oryon’s capital expenditures, earnings or competitive position.

Employees
Oryon has six full-time employees. Occasionally, Oryon engages temporary part-time workers or consultants to assist in the completion of
specific assignments or projects. All full-time employees receive healthcare benefits and are offered the opportunity to participate in a 401(k)
plan. No employees are covered by collective bargaining agreements. All management employees of Oryon have employment agreements with
individually customized terms. Oryon has an equity incentive plan and all Oryon employees are eligible for stock option grants.

Legal Proceedings
There are no legal proceedings to which the Company is a party or to which its properties are subject which are, in the opinion of management,
likely to have a material adverse effect on the Company’s results of operations or financial condition.

Property
The principal executive offices for the Registrant are located at: 4251 Kellway Circle, Addison, Texas 75001. The rent for this property and
related expenses is $6,597 per month. The Registrant’s main telephone number is: (214) 267-1321 and its fax number is (214) 267-1303. The
Registrant’s website is located at: http://oryontech.com.

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                                      MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY
                                           AND RELATED SHAREHOLDER MATTERS

Market Information
Our common stock is not listed on any stock exchange. Although our common stock is currently quoted on the OTCQB under the symbol
“ORYN,” there has been a limited public market and history of trading in shares of our common stock. Since the common stock began trading
on the OTCQB on May 7, 2012 through October 10, 2012, the historical highest and lowest closing prices have been as follows:

                    2012                                                                               High            Low
                    2 nd Quarter (May 7 through June 30)                                             $ 1.24          $ 0.55
                    3 rd Quarter                                                                     $ 0.94          $ 0.46
                    4 th Quarter (through October 10)                                                $ 0.83          $ 0.74

Holders
As of October 10, 2012, there were approximately 110 shareholders of record of our common stock based upon the shareholders’ listing
provided by our transfer agent. Our transfer agent is Securities Transfer Corporation. The transfer agent’s address is 2591 Dallas Parkway,
Suite 102, Frisco, Texas 75034, its phone number is (469) 633-0101 and its fax number is (469) 633-0088.

Dividends
We have never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our business,
and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our
earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant.
Our retained earnings deficit currently limits our ability to pay dividends.

Securities Authorized for Issuance Under Equity Compensation Plans
During the fiscal year ended January 31, 2012, we did not have any form of stock option plan for the benefit of our directors, officers or future
employees and we did not have a long-term incentive plan nor did we have a defined benefit, pension plan, profit sharing or other retirement
plan. Subsequent to our fiscal year ended January 31, 2012, on February 24, 2012, our Board adopted the 2012 Equity Incentive Plan (the
“Plan”) and reserved 7,500,000 shares of the Company’s common stock for issuance thereunder to officers, directors, employees, consultants
and other service providers of the Company. The Plan was approved by the Company’s shareholders on March 19, 2012. As of the date hereof,
options for 500,000 shares have been granted pursuant to the Plan and 2,763,104 shares are reserved under the Plan for the exercise of options
issued by Oryon prior to the Merger under Oryon’s then-existing plan that are now exercisable for the Company’s shares.


                                                             USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by certain selling shareholders. We will
not receive any of the proceeds of the sale of the common stock offered by this prospectus. However, we may receive proceeds from the
exercise of warrants.


                                       SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA

The following tables summarize selected consolidated financial data regarding the business of the Company and should be read together with
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of the
Company and the related notes included with those financial statements. The summary consolidated financial information has been derived
from the audited consolidated financial statements for Oryon and its subsidiaries for the years ended December 31, 2011 and 2010 and the
unaudited consolidated financial statements for the quarter and six months ended June 30, 2012. All monetary amounts are expressed in U.S.
dollars unless otherwise indicated.

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                                                               Six Months Ended June 30,                                Year ended December 31,
                                                             2012                     2011                            2011                    2010
                                                                     (Unaudited)
      Consolidated Income Statement Data:
      Product sales                                 $           33,010             $       65,392          $             95,165        $        100,126
      Cost of goods sold                                       (23,128 )                  (31,074 )                     (64,501 )               (68,477 )
          Gross profit                                              9,882                    34,318                      30,664                  31,649
      Other revenues                                                  —                      36,317                      65,776                 422,945
          Total revenues                                         9,882                     70,635                        96,440                  454,594
      Operating expenses                                      (899,326 )                 (801,757 )                  (1,545,781 )             (1,951,612 )
           Income from operations                             (889,444 )                 (731,122 )                  (1,449,341 )             (1,497,018 )
      Interest income                                              522                          8                             9                      879
      Interest expense                                        (188,365 )                 (103,723 )                    (262,750 )               (281,592 )
      Other income (expense)                                    (5,221 )                   62,926                        63,168                  236,857
          Net loss before tax                            (1,082,508 )                    (771,911 )                  (1,648,914 )             (1,540,874 )
      Income tax expense                                        —                             —                             —                        —
          Net loss after tax                             (1,082,508 )                    (771,911 )                  (1,648,914 )             (1,540,874 )
      Non-controlling interest                                1,054                         1,172                         1,328                    1,960
           Net Loss attributable to shareholders    $    (1,081,454 )              $     (770,739 )        $         (1,647,586 )      $      (1,538,914 )

      Basic and diluted loss per Share              $               (0.05 )        $          (0.05 )      $               (0.11 )     $             (0.11 )

      Weighted average shares outstanding                22,059,539                    14,849,560                    15,269,316               13,930,289


                                                                     As of June 30,                              As of December 31,
                                                                         2012                             2011                         2010
                                                                      (Unaudited)
            Consolidated Balance Sheet Data:
            Cash and cash equivalents                            $          468,420               $         86,685                $      144,787
            Total current assets                                            559,857                        170,523                       372,226
            Total assets                                                    751,997                        380,000                       648,218
            Total current liabilities                                     1,168,454                      1,409,290                       631,979
            Notes payable, net                                            1,765,895                      1,649,874                     1,386,279
            Total equity (deficit)                                       (2,182,352 )                   (2,679,164 )                  (1,370,040 )

                                                                       Six Months Ended June 30,                         Year ended December 31,
                                                                        2012                 2011                      2011                  2010
                                                                             (Unaudited)
      Consolidated Cash Flow Data:
      Net cash used in operating activities                     $       (775,606 )       $    (16,489 )          $     (576,837 )      $      (1,246,827 )
      Net cash used in investing activities                               (6,800 )                —                         —                    (24,342 )
      Net cash provided by financing activities                        1,164,000              157,812                   524,132                  418,563
      Effect of exchange rates on changes in cash                            141                  —                      (5,397 )                  5,281
      Net (decrease) increase in cash and cash equivalents      $        381,735         $ 141,323               $      (58,102 )      $        (847,325 )


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                            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                                            AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of the Company and its subsidiaries for the fiscal
years ended December 31, 2011 and 2010, and the quarter and six months ended June 30, 2012 should be read in conjunction with the
Summary Selected Consolidated Financial Data and the consolidated financial statements and the notes to those financial statements that are
included elsewhere in this Registration Statement. Our discussion includes forward-looking statements based upon current expectations that
involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ
materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the
Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Registration Statement. We use words
such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,”
“could,” and similar expressions to identify forward-looking statements.

Overview
On May 4, 2012 (the “Closing Date”), Oryon Technologies, Inc., a Nevada corporation (the “Registrant,” “ORYN” or the “Company”), closed
a merger transaction with Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger
Sub”), and OryonTechnologies, LLC, a Texas limited liability company (“Oryon”) pursuant to an Agreement and Plan of Merger dated
March 9, 2012 (the “Merger Agreement”). In accordance with the terms of Merger Agreement, on the Closing Date, Oryon merged into Merger
Sub in exchange for the issuance to the members of Oryon (“Oryon Members”) of eight (8) shares of the Company’s common stock for each
outstanding membership unit of Oryon (the “Merger”). In addition, Oryon had outstanding equity equivalents, consisting of convertible notes
payable, accrued interest on the notes payable, warrants and unit options, that by their terms required the Company to be prepared to issue
common stock in an amount equal to the number of shares (at the 8 to 1 ratio) that would have been issuable at the Closing Date to holders of
all of the equity equivalents if they had been converted to membership units before the Closing Date.

From and after the Closing Date, our primary operations consist of the business and operations of Oryon. In conjunction with the Merger,
Oryon assumed no liabilities from the Company and all members of the Company’s executive management are from Oryon. Accordingly, the
Merger was accounted for as a reverse-merger and recapitalization in accordance with GAAP, whereby the Registrant is the accounting
acquiree and Oryon is the accounting acquirer. Consequently, the assets and liabilities and the operations that are reflected in the historical
financial statements prior to the Merger are those of Oryon and are recorded at the historical cost basis of Oryon, and the consolidated financial
statements after completion of the Merger include the assets and liabilities of the Company and Oryon, historical operations of Oryon and
operations of the Company from the Closing Date. Membership units and the corresponding capital amounts of Oryon pre-Merger have been
retroactively restated as shares of common stock reflecting the eight (8) to one exchange ratio in the Merger. All references in this document to
equity securities and all equity related historical financial measurements, including weighted average shares outstanding, earnings per share,
par value of common stock, additional paid in capital, option exercise prices and warrant exercise prices, have been retroactively restated to
reflect the Merger exchange ratio.

Oryon is a research and development and applications engineering company that developed multiple patents relating to electroluminescent
(“EL”) lighting (trademarked as “Elastolite”). Elastolite enables thin, flexible, crushable, water-resistant lighting systems to be incorporated
into multiple applications such as safety apparel, sporting goods, consumer goods and membrane switches, among others.

For the year ended December 31, 2011, Oryon had a net loss of $1.648 million as compared to a net loss of $1.539 million for the year ended
December 31, 2010, an increased loss of 7.1%. There was no change in Oryon’s business plan and operations were comparable in both years.
However, in 2011, Oryon was more negatively impacted by the effects of inadequate capital, which limited Oryon’s ability to effectively
market its technology and create applications for new customers. In July 2011, due to lack of capital, Oryon eliminated most of its work force,
including all of its sales personnel, and began making only minimal payments on accounts payable in order to preserve capital.

In October 2011, Oryon signed the LOI with the Company in connection with the Merger. In connection with the LOI, Oryon received funding
of $325.0 thousand in exchange for promissory notes as of December 31, 2011 ($725.0 thousand as of the Closing) as advances against the
proceeds to be received by Oryon from the sale of Company common stock at the Closing of the Merger. At Closing, Oryon became a
wholly-owned subsidiary of the Company

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and, as a result, the amounts due under the promissory notes between the Company and Oryon became intercompany obligations within the
corporate group that have been cancelled. These advances provided Oryon with working capital to continue its operations and to make some
repayments on outstanding liabilities.

The accompanying consolidated balance sheets, statements of operations, statements of cash flows and statement of changes in stockholders’
equity (deficit) have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United
States of America (“GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of
operations, financial position and cash flows have been included and all such adjustments are of a normal recurring nature.

Key factors affecting our results of operations include revenues, cost of revenues, operating expenses and income and taxation.

Comparison of the Year Ended December 31, 2011 to the Year Ended December 31, 2010
Gross Profit and Other Revenues
Gross profit and other revenues for the year ended December 31, 2011 decreased $358.2 thousand, or 78.8%, to $96.4 thousand for the year
ended December 31, 2011 from $454.6 thousand for the year ended December 31, 2010. The decrease was primarily due to the decline in
royalty and license fees of $350.0 thousand. In 2010, we earned and received $350.0 thousand in royalty fees on an agreement that expired that
year. No royalty and license fees were earned in 2011.

In addition, our gross profit on product sales revenues decreased $1.0 thousand, or 3.1%, to $30.7 thousand in 2011 from $31.6 thousand in
2010, primarily due to a 5.0% decrease in product sales, partially offset by a slight improvement in the cost of goods sold as a percentage of
product sales revenues. Cost of goods sold represented 67.8% of product sales revenues in 2011 as compared to 68.4% in 2010.

Operating Expenses
Total operating expenses for the year ended December 31, 2011, decreased $405.8 thousand, or 20.8%, to $1,545.8 thousand in 2011 from
$1,951.6 thousand in 2010, as shown in the table below:

                                                    For the year ended                  For the year ended
                                                    December 31, 2011                   December 31, 2010                       Change
                                                    $                    %              $                    %              $            %
Total applications development exp.           $     387,753               25.1 %   $    666,271               34.1 %   $   (278,518 )    -41.8 %
Total sales and marketing exp.                       65,316                4.2 %        359,702               18.4 %       (294,386 )    -81.8 %
Total general and administrative exp.             1,033,857               66.9 %        839,550               43.0 %        194,307       23.1 %
Depreciation and amortization                        58,855                3.8 %         86,089                4.4 %        (27,234 )    -31.6 %
     Total operating expenses                 $   1,545,781              100.0 %   $   1,951,612             100.0 %   $   (405,831 )    -20.8 %

The primary reason for the decrease in total operating expenses is the reduction in the average number of applications development and
sales/marketing personnel in 2011 as compared to 2010. Since Oryon’s capital resources were more severely constrained in 2011 than in 2010,
Oryon management reduced personnel and compensation rates accordingly to conserve funds. Reducing the number of employees not only
reduced the wages expense and the payroll taxes and benefits expense, but also the travel and entertainment expense and office overhead
associated with those positions.

Total applications development expenses decreased by $278.5 thousand, or 41.8%, primarily due to the reduction in personnel. A secondary
reason for the decrease is the $100.4 thousand, or 47.9% decrease in materials, equipment, services expenses in 2011 as compared to 2010.

Total sales and marketing expenses decreased $294.4 thousand, or 81.8%, in 2011 as compared to 2010 due to the reduction in sales/marketing
personnel, as well as reduced compensation levels to remaining personnel in that functional area. From July 2011 through the end of December
2011, Oryon had no sales/marketing employees.

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General and Administrative Expenses
General and administrative expenses increased $194.3 thousand, or 23.1%, to $1,033.9 thousand from $839.6 thousand, primarily due to an
increase in outside services expenses. Outside services expenses increased $209.8 thousand, or 97.5%, to $424.9 thousand in 2011 from $215.2
thousand in 2010, as shown in the table below. The primary reason for the increase in outside services expenses was the increase in legal and
accounting expenses related to a failed financing transaction with a private equity firm in 2011 and to a proposed merger with a publicly-listed
company. Both transactions required extensive document preparation and review by external legal counsel and auditing services by an
independent certified public accounting firm. Consulting expenses decreased in 2011 as compared to 2010 because management determined
that certain costs had to be reduced to conserve working capital as a result of the failed financing transaction.

In late 2010, Oryon management had engaged the services of a public relations consultant whose services were suspended in mid-2011 also due
to the failure of the financing transaction.

                                                         For the year ended                   For the year ended
                                                         December 31, 2011                    December 31, 2010                        Change
                                                         $                  %                 $                  %                 $            %
Legal expenses                                      $ 309,680                  72.9 %   $ 156,440                   72.7 %   $ 153,240           98.0 %
Accounting and audit expenses                          81,449                  19.2 %      13,359                    6.2 %      68,090          509.7 %
Public relations expenses                              15,897                   3.7 %       2,000                    0.9 %      13,897          694.9 %
Consulting                                              9,353                   2.2 %      39,079                   18.2 %     (29,726 )        -76.1 %
Payroll processing expenses                             7,006                   1.6 %       2,572                    1.2 %       4,434          172.4 %
Banking Fees                                            1,535                   0.4 %       1,701                    0.8 %        (166 )         -9.8 %
     Total G&A outside services                     $ 424,920             100.0 %       $ 215,151              100.0 %       $ 209,769           97.5 %

Interest Expense
Interest Expense decreased $18.8 thousand, or 6.7%, to $262.8 thousand from $281.6 thousand despite the increase in accrued and unpaid
interest on Oryon’s convertible notes payable, which increased $43.5 thousand, or 44.6%, to $140.9 thousand in 2011 from $97.4 thousand in
2010. The principal reason for the decrease in interest expense was the decrease in the amortization of the debt discount for the beneficial
conversion feature. The amortization of the debt discount for the beneficial conversion feature related to Oryon’s Series C-1 convertible notes
payable, which was $103.5 thousand in 2011, was less than the sum of the amortization of the Series A notes payable of $180.8 thousand
combined with the amortization of the Series C-1 convertible notes payable of $1.3 thousand, both in 2010, as shown in the table below.

                                                        For the year ended                   For the year ended
                                                        December 31, 2011                    December 31, 2010                         Change
                                                        $                  %                 $                  %                 $             %
Interest expense on convertible notes payable      $ 140,925               53.6 %       $    97,447             34.6 %       $     43,478        44.6 %
Amortization of debt discount related to
   warrants                                             18,353                 7.0 %          1,994                 0.7 %          16,359       820.4 %
Amortization of debt discount-beneficial
   conversion feature
     - Series A convertible notes payable                  —                —               180,826             64.2 %           (180,826 )      NM
     - Series C-1 convertible notes payable            103,472             39.4 %             1,325              0.5 %            102,147        NM
           Total interest expense                  $ 262,750              100.0 %       $ 281,592             100.0 %        $    (18,842 )      -6.7 %

NM = Not Meaningful

Net Other Income (Expense)
Net other income (expense) increased $91.0 thousand, or 327.3%, to a net income of $63.2 thousand in 2011 from a net expense of $27.8
thousand in 2010. In 2011, the other income of $63.2 thousand consisted of income related to OryonTechnologies International Pte. Ltd.
(“OTI”), Oryon’s wholly-owned Singapore-based subsidiary. In 2011, OTI received confirmation from the Singapore Economic Development
Board (“EDB”) that OTI would not be required to repay an economic development grant received in 2007 to encourage employment in
Singapore. OTI had failed to meet

                                                                        33
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its obligations under the EDB grant and had been carrying the obligation to repay the grant as a current liability. However, OTI appealed to the
EDB and, in 2011, was granted a waiver of the repayment requirement. For the year ended December 31, 2010, the other expense of $27.8
thousand consisted of a loss of $49.0 thousand on the disposal of fixed assets principally in connection with the suspension of OTI’s operations
in Singapore, with such loss partially offset by various non-recurring income items totaling $21.4 thousand.

Gain on the Extinguishment of Debt
The gain on the extinguishment of debt for the year ended December 31, 2010, is the result of the exchange of the Series A and Series B
convertible notes payable for the Series C-1 and Series C-2 convertible notes payable, respectively, during 2010. There was no cash benefit to
Oryon because the gain was the accounting effect of eliminating the unamortized debt discount for the beneficial conversion feature on the
Series A convertible notes that was the result of having issued those notes with a conversion feature that was less than the market value of the
membership units at the time of issuance of the convertible notes.

Taxes
In 2011, Oryon’s wholly-owned subsidiary OTI received an income tax refund of $5.2 thousand and eliminated a deferred tax liability of $12.3
thousand for a total Oryon consolidated tax benefit of $17.5 thousand. Oryon is a limited liability company and, as such, does not accrue or pay
income taxes. However, OTI is a Singapore corporation that generated significant losses during its existence, became inactive in May 2009
and, in connection with the filing of the 2010 tax return, received a refund in 2011 for taxes paid in years prior to 2010.

Comparison of the Quarter ended June 30, 2012 to the Quarter ended June 30, 2011
Total Revenues
Total revenues for the quarter ended June 30, 2012 decreased $29.5 thousand, or 93.2%, to $2.1 thousand for the quarter ended June 30, 2012
from $31.7 thousand for the quarter ended June 30, 2011. The decrease was primarily due to the decline in other revenues, combined with a
decrease in the gross profit margin on product sales. In the second quarter of 2011, the Company received $26.3 thousand in revenues for
applications design and tooling services, reported as “other revenues”.

Our gross profit on product sales revenues decreased $3.3 thousand, or 60.3%, to $2.1 thousand in the second quarter of 2012 from $5.4
thousand in the second quarter of 2011, primarily due to an increase the cost of goods sold as a percentage of product sales revenues. Cost of
goods sold represented 62.3% of product sales revenues in the second quarter of 2012 as compared to 13.4% in the second quarter of 2011.
Each of the Company’s sales is separately negotiated with the specific customer. The Company endeavors to obtain the highest sales price for
its products that can be negotiated with the customer and does not establish sales prices based on a “cost plus” analysis. Therefore, the cost of
goods sold as a percentage of product sales revenue can be expected to vary significantly from period to period depending on the specific
customers’ product orders.

Operating Expenses
Total operating expenses for the quarter ended June 30, 2012, increased $194.4 thousand, or 49.6%, to $586.2 thousand, from $391.8 thousand
in the quarter ended June 30, 2011, as shown in the table below:

                                                         For the quarter ended              For the quarter ended
                                                             June 30, 2012                      June 30, 2011                       Change
                                                          $                    %             $                    %             $            %
Total applications development exp.                  $    84,153                14.4 %   $ 106,923                27.3 %   $   (22,770 )     -21.3 %
Total sales and marketing exp.                            54,340                 9.3 %      16,621                 4.2 %        37,719       226.9 %
Total general and administrative exp.                    437,382                74.6 %     254,453                64.9 %       182,929        71.9 %
Depreciation and amortization                             10,308                 1.8 %      13,829                 3.5 %        (3,521 )     -25.5 %
     Total operating expenses                        $ 586,183               100.0 %     $ 391,827              100.0 %    $ 194,356          49.6 %


                                                                           34
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The primary reason for the increase in total operating expenses is the 71.9% increase in general and administrative expenses, as discussed in the
next section below.

Total applications development expenses decreased by $22.8 thousand or 21.3%, due to (a) the $12.4 thousand, or 37.4%, decrease in
materials, equipment, services expenses and (b) the $12.1 thousand, or 20.0%, decrease in wages, for the three months ended June 30, 2012 as
compared to the three months ended June 30, 2011. Due to capital constraints in 2012, Oryon’s applications development personnel reduced
their activities to a minimum, significantly decreasing materials purchases. A secondary reason for the decrease is the reduction in personnel
that occurred in the second half of 2011.

Total sales and marketing expenses increased $37.7 thousand, or 226.9%, in the 2012 quarter as compared to the 2011 quarter primarily due to
the $20.0 thousand payment to TractorBeam, a brand development firm, recorded as outside services expense in the 2012 quarter. In addition,
the Company paid $5.0 thousand as a sponsor fee for a trade show in the first quarter of 2012, representing most of the $6.5 thousand increase
in sales and marketing overhead expenses. In January 2012, the Company hired a new vice president of global business development, resulting
in increased compensation expense as well as travel expenses in 2012 as compared to 2011.

General and Administrative Expenses
General and administrative expenses increased by $182.9 thousand, or 71.9%, to $437.4 thousand from $254.5 thousand largely due to the
increase in payroll taxes/benefits and outside services expenses. Payroll taxes/benefits increased $67.6 thousand, or 478.8%, to $81.7 thousand
in the 2012 quarter from $14.1 thousand in the 2011 quarter, due to the $67.9 thousand increase in stock-based compensation expense that was
$73.1 thousand in the three months ended June 30, 2012, as compared to $5.2 thousand in the three months ended June 30, 2011. This increase
in stock-based compensation expense is a direct result of the closing of the Merger on May 4, 2012, because the Merger accelerated the vesting
of virtually all unvested options, thereby changing the fair value of all option grants affected by the change of control. Outside services
expenses increased $105.8 thousand, or 92.4%, to $220.3 thousand in the quarter ended June 30, 2012 from $114.5 thousand in the quarter
ended June 30, 2011, as shown in the table below.

                                                       For the quarter ended              For the quarter ended
                                                           June 30, 2012                      June 30, 2011                       Change
                                                        $                    %             $                    %            $             %
Legal expenses                                    $ 133,044                  60.4 %   $   91,502                79.9 %   $   41,542          45.4 %
Accounting and audit expenses                        16,194                   7.4 %       12,288                10.7 %        3,906          31.8 %
Public relations expenses                             5,000                   2.3 %        2,022                 1.8 %        2,978         147.3 %
Consulting                                           64,362                  29.2 %        4,983                 4.4 %       59,379        1191.6 %
Payroll processing expenses                             542                   0.3 %        3,584                 3.1 %       (3,042 )       -84.9 %
Banking Fees                                          1,055                   0.5 %          121                 0.1 %          934         771.9 %
Stock transfer agent fees                               115                   0.1 %          —                   0.0 %          115          NM
     Total G&A outside services                   $ 220,312                100.0 %    $ 114,500               100.0 %    $ 105,812             92.4 %

NM = Not Meaningful

The primary reason for the increase in general & administrative outside services expenses was the increase in consulting costs. In connection
with the Merger, the Company paid an independent financial advisor $37.5 thousand for services. In addition, at the Closing Date, one former
senior executive’s status changed from being an employee on salary to being an independent consultant to the Company, resulting in $15.0
thousand in payments to the individual during the quarter ended June 30, 2012 being reported as outside services whereas compensation to the
executive in the 2011 quarter was reported as wages.

In addition, there was an increase in the legal and accounting expenses related to the Merger, as compared to the expenses related to the failed
financing transaction with a private equity firm in 2011. Both transactions required extensive document preparation and review by external
legal counsel and accounting services by an independent certified public accounting firm. However, since the Merger closed during the second
quarter of 2012, on May 4, 2012, the related legal expenses during the quarter were significantly greater than would have been incurred in a
normal quarter, resulting in a 45.4% increase over the quarter ended June 30, 2011. In addition, the failed financing transaction in 2011 only
required an auditor’s compilation report whereas the Merger required Oryon to have fully audited financial statements, resulting in a 31.8%
increase in accounting and audit expenses.

                                                                           35
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Interest Expense
Interest expense increased $40.3 thousand, or 70.4%, to $97.6 thousand for the three months ended June 30, 2012, from $57.3 thousand in the
three months ended June 30, 2011. The principal reason for the increase in interest expense was the increase in the amortization of the debt
discount for the beneficial conversion feature. The amortization of the debt discount for the beneficial conversion feature related to Oryon’s
Series C-1 convertible notes payable, which was $53.2 thousand in the three months ended June 30, 2012, an increase of $31.4 thousand, or
144.4%, over the $21.8 thousand in the three months ended June 30, 2011, as shown in the table below. In the three months ended June 30,
2012, Oryon incurred interest expense of $7.3 thousand on short-term debt that did not exist in the prior year comparable quarter. In addition,
accrued and unpaid interest on Oryon’s convertible notes payable increased $1.2 thousand, or 4.0%, to $32.2 thousand in the three months
ended June 30, 2012, from $31.0 thousand in the three months ended June 30, 2011, due to the greater principal amount of convertible notes
outstanding in 2012.

                                                            For the quarter ended           For the quarter ended
                                                                June 30, 2012                   June 30, 2011                      Change
                                                             $                   %           $                   %             $            %
Interest expense on convertible notes payable           $ 32,234                 33.0 %   $ 30,993               54.1 %   $    1,241         4.0 %
Interest expense on short-term debt                        7,334                  7.5 %        —                  0.0 %        7,334         —
Amortization of debt discount related to warrants          4,835                  5.0 %      4,527                7.9 %          308         6.8 %
Amort. of Series C debt discount-beneficial
   conversion feature                                      53,204                54.5 %     21,769               38.0 %       31,435        144.4 %
     Total interest expense                             $ 97,607               100.0 %    $ 57,289             100.0 %    $ 40,317           70.4 %

Taxes
Since the Company’s operating subsidiary, Oryon, is a limited liability company and, as such, does not accrue or pay income taxes, the
Company has not reported income taxes for periods prior to the Closing Date. For the quarter ended June 30, 2012, the Company incurred
substantial losses and subsequently has no tax obligation. Although the incurred losses can be carried forward to offset future taxable income,
within certain limitations, the Company cannot reliably forecast when profitable operations will occur. Accordingly, the Company has not
recorded any deferred tax assets related to the losses incurred subsequent to the Merger.

Comparison of the Six Months ended June 30, 2012 to the Six Months ended June 30, 2011
Total Revenues
Total revenues for the six months ended June 30, 2012 decreased $60.8 thousand, or 86.0%, to $9.9 thousand for the six months ended June 30,
2012 from $70.6 thousand for the six months ended June 30, 2011. The decrease was primarily due to the decline in other revenues, combined
with a decrease in the gross profit margin on product sales. In the first half of 2011, the Company received $36.0 thousand in revenues for
applications design and tooling services, reported as “other revenues”.

Our gross profit on product sales revenues decreased $24.4 thousand, or 71.2%, to $9.9 thousand in the first half of 2012 from $34.3 thousand
in the first half of 2011, primarily due to the 49.5% decrease in product sales. Cost of goods sold represented 70.1% of product sales revenues
in the first half of 2012 as compared to 47.5% in the first half of 2011. Each of the Company’s sales is separately negotiated with the specific
customer. The Company endeavors to obtain the highest sales price for its products that can be negotiated with the customer and does not
establish sales prices based on a “cost plus” analysis. Therefore, the cost of goods sold as a percentage of product sales revenue can be expected
to vary significantly from period to period depending on the specific customers’ product orders.

                                                                          36
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Operating Expenses
Total operating expenses for the six months ended June 30, 2012, increased $97.6 thousand, or 12.2%, to $899.3 thousand in the first six
months of 2012 from $801.8 thousand in the first six months of 2011, as shown in the table below:

                                                      For the six months ended              For the six months ended
                                                            June 30, 2012                         June 30, 2011                            Change
                                                        $                    %                $                    %                   $            %
Total applications development exp.                $ 147,443                   16.4 %     $ 239,477                29.9 %       $    (92,034 )      -38.4 %
Total sales and marketing exp.                        75,625                    8.4 %        55,587                 6.9 %             20,038         36.1 %
Total general and administrative exp.                652,121                   72.5 %       475,496                59.3 %            176,625         37.2 %
Depreciation and amortization                         24,137                    2.7 %        31,196                 3.9 %             (7,059 )      -22.6 %
     Total operating expenses                      $ 899,326               100.0 %        $ 801,757              100.0 %        $     97,569         12.2 %

The primary reason for the increase in total operating expenses is the 37.2% increase in general and administrative expenses, as discussed in the
next section below.

Total applications development expenses decreased by $92.0 thousand, or 38.4%, due to (a) the $47.0 thousand, or 64.1%, decrease in
materials, equipment, services expenses and (b) the $27.0 thousand, or 21.5%, decrease in wages, for the six months ended June 30, 2012 as
compared to the six months ended June 30, 2011. Due to greater capital constraints in 2012 than in 2011, Oryon’s applications development
personnel reduced their activities to a minimum, significantly decreasing materials purchases. A secondary reason for the decrease is the
reduction in personnel that occurred in the second half of 2011.

Total sales and marketing expenses increased $20.0 thousand, or 36.0%, in the first half of 2012 as compared to the first half of 2011 primarily
due to the $20.0 thousand payment to TractorBeam, a brand development firm, recorded as outside services expense in the first half of 2012. In
addition, the Company paid $5.0 thousand as a sponsor fee for a trade show in the first half of 2012, increasing sales and marketing overhead
expenses. Wages and payroll taxes and benefits were greater in the first half of 2011, as compared to the first half of 2012, due to a larger
number of sales personnel in 2011, all of whom were subsequently terminated in the second half of 2011 when the Company experienced
greater capital limitations.

General and Administrative Expenses
General and administrative expenses increased by $176.6 thousand, or 37.2%, to $652.1 thousand from $475.5 thousand largely due to the
increase in payroll taxes/benefits and outside services expenses. Payroll taxes/benefits increased $59.6, or 217.9%, to $87.0 thousand in the
first half of 2012 from $27.4 thousand in the first half of 2011, due to the $68.3 thousand increase in stock-based compensation expense that
was $79.2 thousand in the six months ended June 30, 2012, as compared to $10.8 thousand in the first half of 2011. This increase in
stock-based compensation expense is a direct result of the closing of the Merger on May 4, 2012, because the Merger accelerated the vesting of
virtually all unvested options, thereby changing the fair value of all option grants affected by the change of control. Outside services expenses
increased $82.5 thousand, or 42.5%, to $277.0 thousand in the first half of 2012 from $194.5 thousand in the first half of 2011, as shown in the
table below.

                                                       For the six months ended              For the six months ended
                                                             June 30, 2012                         June 30, 2011                           Change
                                                         $                    %                $                    %                  $            %
Legal expenses                                      $ 146,740                    53.0 %   $ 150,913                    77.6 %       $ (4,173 )       -2.8 %
Accounting and audit expenses                          49,548                    17.9 %      22,708                    11.7 %         26,840        118.2 %
Public relations expenses                               5,000                     1.8 %       8,022                     4.1 %         (3,022 )      -37.7 %
Consulting                                             72,713                    26.3 %       8,083                     4.2 %         64,630        799.6 %
Payroll processing expenses                             1,519                     0.6 %       4,256                     2.2 %         (2,737 )      -64.3 %
Banking Fees                                            1,405                     0.5 %         499                     0.3 %            906        181.6 %
Stock transfer agent fees                                 115                     0.0 %         —                       0.0 %            115         NM
     Total G&A outside services                     $ 277,040                  100.0 %    $ 194,481                100.0 %          $ 82,559         42.5 %

NM = Not Meaningful


                                                                          37
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The primary reason for the increase in outside services expenses was the increase in consulting costs. In connection with the Merger, the
Company paid an independent financial advisor $37.5 thousand for services. In addition, at the Closing Date, one former senior executive’s
status changed from being an employee on salary to being an independent consultant to the Company, resulting in $15.0 thousand in payments
to the individual in the first half of 2012 being reported as outside services whereas compensation to the executive in 2011 was reported as
wages.

In addition, there was an increase in the accounting expenses related to the Merger, as compared to the expenses related to the failed financing
transaction with a private equity firm in 2011. Both transactions required extensive document preparation and review by an independent
certified public accounting firm. However, the failed financing transaction only required an auditor’s compilation report whereas the Merger
required Oryon to have fully audited financial statement resulting in a 118.2% increase in accounting and audit expenses.

Interest Expense
Interest expense increased $84.6 thousand, or 81.6%, to $188.4 thousand for the six months ended June 30, 2012, from $103.7 thousand in the
six months ended June 30, 2011. The principal reason for the increase in interest expense was the increase in the amortization of the debt
discount for the beneficial conversion feature. The amortization of the debt discount for the beneficial conversion feature related to Oryon’s
Series C-1 convertible notes payable, which was $99.8 thousand in the first half of 2012, an increase of $66.6 thousand, or 200.4%, over the
$33.2 thousand in the first half of 2011, as shown in the table below. In the first half of 2012, Oryon incurred interest expense of $14.5
thousand on short-term debt that did not exist in the prior year comparable period. In addition, accrued and unpaid interest on Oryon’s
convertible notes payable increased $3.0 thousand, or 4.9%, to $64.5 thousand in the six months ended June 30, 2012, from $61.5 thousand in
the first half of 2011, due to the greater principal amount of convertible notes outstanding in 2012.

                                                        For the six months ended               For the six months ended
                                                              June 30, 2012                          June 30, 2011                          Change
                                                          $                    %                 $                    %                $             %
Interest expense on convertible notes payable       $     64,467               34.2 %      $    61,462                59.3 %      $    3,006          4.9 %
Interest expense on short-term debt                       14,473                7.7 %              —                                  14,473          —
Amortization of debt discount related to
   warrants                                                9,599                   5.1 %          9,033                   8.7 %            566           6.3 %
Amort. of Series C debt discount-beneficial
   conversion feature                                     99,825               53.0 %           33,229                32.0 %          66,596         200.4 %
     Total interest expense                         $ 188,365                100.0 %       $ 103,723                100.0 %       $ 84,641            81.6 %

Taxes
Since the Company’s operating subsidiary, Oryon, is a limited liability company and, as such, does not accrue or pay income taxes, the
Company has not reported income taxes for periods prior to the Closing Date. For the six month period ended June 30, 2012, the Company
incurred substantial losses and subsequently has no tax obligation. Although the incurred losses can be carried forward to offset future taxable
income, within certain limitations, the Company cannot reliably forecast when profitable operations will occur. Accordingly, the Company has
not recorded any deferred tax assets related to the losses incurred subsequent to the Merger.

Liquidity and Capital Resources
The Company believes that its cash on hand and working capital will be sufficient to meet its anticipated cash requirements through 2012. See
Note 16 to Notes to the Consolidated Financial Statements for the quarter ended June 30, 2012. Not including capital expenditures and costs
directly related to revenues, monthly operating expenditures are expected to range between $125,000.00 and $150,000.00 per month.
Management anticipates that an additional $1,000,000 to $3,000,000 in excess of the financing provided by the Financing Agreement will be
necessary to fund operations over the next twelve to twenty-four month period subsequent to the Closing Date. We do not currently have any
material commitments for capital expenditures as of the end of the current period.

To meet our future objectives, we will need to meet our revenue objectives and sell additional equity and debt securities, which could result in
dilution to current shareholders, or seek additional loans. The incurrence of indebtedness would result in increased debt service obligations and
could require us to agree to operating and financial covenants that would restrict our operations. We do not have any lending arrangements in
place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near
future. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms
favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

                                                                          38
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Our current cash requirements are significant due to planned development and marketing of our current products, and we anticipate generating
additional operating monthly losses at least through the end of 2012. In order to execute on our business strategy, we will require additional
working capital, commensurate with the operational needs of our planned marketing, development and production efforts. Our management
anticipates that we should be able to raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet
our short-term obligations. However, changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek
additional equity or debt financing in the future. We anticipate continued and additional marketing, development and production expenses.
Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our
asset base and fund marketing, development and production of our products.

There are no assurances that we will be able to raise the required working capital on terms favorable to us, or that such working capital will be
available on any terms when needed. Any failure to secure additional financing may force us to modify our business plan. In addition, we
cannot be assured of profitability in the future.

We are not aware of any unusual or infrequent events or transactions or any significant economic changes that materially affected or could
materially affect the amount of our reported income from operations.

Sources and uses of funds
As of June 30, 2012, the Company had cash and equivalents on hand of $468.4 thousand, and negative working capital of $608.6 thousand.
Management of the Company believes that its cash on hand and working capital will be sufficient to meet its anticipated cash requirements
through 2012 provided that the additional financing related to the Merger, as contemplated by the Financing Agreement, is successfully raised.

Oryon’s sales cycle timing varies depending on the type of customer being served. It can range from three months for certain specialty
promotions to 12-18 months for certain branded products from first contact with a prospective customer until product sales revenues can be
reported. During that period, Oryon works with the customer’s designs and engineers an application of its patented technology into the
customer’s final product. This requires substantial co-development with the customer’s personnel to meet the needs of the customer.
Accordingly, Oryon must have sufficient capital to fund administrative overhead, sales and marketing efforts and staffing expenses for an
extended period of time before cash is received from customers.

In 2010, Oryon completed an exchange of the then existing Series A and Series B convertible notes payable for the newly issued Series C-1
and Series C-2 convertible notes payable, respectively. Each holder of a Series A or Series B note also received detachable warrants in
connection with the exchange. This exchange was necessary to obtain a modification of the terms of the notes payable to enable Oryon to
secure additional funding. In 2010, after the completion of the exchange, Oryon began issuing Series C-3 convertible notes payable, with
detachable warrants, obtaining additional funding of $418.0 thousand in 2010 and $75.0 thousand in 2011. In addition, during the second half
of 2011, Oryon issued $69.6 thousand in Series C-3 convertible notes payable, but without attached warrants, to the lessor of Oryon’s office
space in lieu of cash rent payments for the period of July 1 through December 31. In January 2012, Oryon issued an additional $6.6 thousand in
Series C-3 convertible notes payable, without attached warrants, to the same lessor in lieu of cash rent for the month of January 2012.

In early 2010, Oryon began negotiations with a private equity firm regarding an investment of $4.5 million into Oryon. In late summer 2010,
Oryon and the private equity firm executed a term sheet. In November 2010, Oryon and the private equity firm executed an agreement titled
“Draft Securities Purchase Agreement” based on the transaction proposed in the term sheet that would have provided Oryon with sufficient
capital to fund its business plan for the foreseeable future. The letter of intent and the “Draft Securities Purchase Agreement” included a
“no-shop” clause that effectively prevented Oryon from negotiating with any other potential source of funding until negotiations were
terminated with the private equity firm. However, the private equity firm did not act in good faith, in management’s opinion, changing certain
terms of the proposed transaction, failing to respond to Oryon’s communications and ultimately terminating the transaction without finalizing
the contemplated “Series A Convertible Preferred Stock Purchase Agreement”. In attempting to complete the financing, Oryon incurred
substantial legal expenses and accounting costs to meet the requirements of the private equity firm and to document the proposed transaction.
By June 2011,

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it was evident that Oryon would not be able to obtain funding from the private equity firm and management took further steps to conserve cash
and reduce overhead. In July 2011, Oryon terminated the services of all but two employees, cancelled consulting agreements and began
contacting interested parties concerning short-term loans to continue funding a reduced level of operations. Several existing investors provided
a total of $114.0 thousand in exchange for unsecured promissory notes. In addition, Oryon’s then chief executive officer provided additional
financing of approximately $90.0 thousand by personally paying certain Oryon expenses and filing an expense reimbursement request that was
recorded as an accounts payable obligation.

In October 2011, Oryon began discussions with another investment firm concerning a merger with a publicly-traded company and a financing
plan that would raise $2 million in new equity capital for Oryon. A letter of intent was signed that same month and Oryon began working on a
definitive merger agreement and on meeting the related requirements, including the completion of audited financial statements. The investment
firm arranged for the Company to advance $725.0 thousand (prior to the Closing Date) to Oryon in exchange for promissory notes. The funding
for the advances to Oryon was generated by the equity financing. Without this advance, Oryon would not have been able to complete the
Merger. Between the Closing Date and June 30, 2012, the Company received an additional $775.0 thousand in exchange for the issuance of
equity (consisting of 1,550,000 shares of common stock along with warrants having the right to purchase an additional 1,550,000 shares
currently at $0.50 per share and a term of five years). On July 24, 2012, the Company received an additional $250.0 thousand in subscriptions
for the issuance of equity (consisting of 500,000 shares of common stock along with warrants having the right to purchase an additional
500,000 shares currently at $0.50 per share and a term of five years).

To meet our future objectives, we will need to meet our revenue objectives and sell additional equity and debt securities, which could result in
dilution to current shareholders, or seek additional loans. The incurrence of indebtedness would result in increased debt service obligations and
could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or
on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to
expand our business operations and could harm our overall business prospects.

Our current cash requirements are significant due to planned development and marketing of our current products, and we anticipate generating
losses. In order to execute on our business strategy, we will require additional working capital, commensurate with the operational needs of our
planned marketing, development and production efforts. Our management anticipates that we should be able to raise sufficient amounts of
working capital through debt or equity offerings, as may be required to meet our short-term obligations. However, changes in our operating
plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future. We anticipate
continued and additional marketing, development and production expenses. Accordingly, we expect to continue to use debt and equity
financing to fund operations for the next twelve months, as we look to expand our asset base and fund marketing, development and production
of our products.

There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be
available on any terms when needed. Any failure to secure additional financing may force the Company to modify its business plan. In
addition, we cannot be assured of profitability in the future.

Net cash provided by (used in) operating activities
Net cash used in operating activities for the year ended December 31, 2011 was $(576.8) thousand, as compared to $(1,246.8) thousand for the
year ended December 31, 2010. This decrease in cash used in operating activities was primarily due to the issuance of membership units in
2011 (a) in lieu of cash compensation to employees and (b) in lieu of rent. In addition, the net change in operating assets and liabilities
provided cash of $330.3 thousand in 2011 as compared to only $139.9 thousand in 2010.

Net cash used in operating activities for the six months ended June 30, 2012 was $775.6 thousand, as compared to $16.5 thousand for the six
months ended June 30, 2011. This increase in cash used in operating activities was primarily due to the benefit of the issuance of $112.3
thousand in shares in the first six months of 2011 in lieu of (a) cash compensation to employees and (b) rent payments on the Company’s office
and production facility. In addition, the combined net change in operating assets and liabilities provided cash of $9.2 thousand in the six
months ended June 30, 2012 as compared to providing cash of $487.4 thousand in the six months ended June 30, 2011, a change of $478.2
thousand. The funding provided by the issuance of equity in connection with the Merger, as discussed above, permitted the Company to reduce
its outstanding accounts payable in the first six months of 2012, whereas financial constraints in the first six months of 2011 required OTLLC
to extend its payment terms with vendors, reduce current assets and increase other current liabilities, all of which reduced the need for cash to
be used in operating activities.

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Net cash provided by (used in) investing activities
Net cash used in investing activities for the year ended December 31, 2011 was $Nil, compared to net cash used in investing activities for the
year ended December 31, 2010 of $(24.3) thousand.

In the first half of 2012, the Company acquired a machine for $6.8 thousand to be used in the production of samples for prospective customers.
There was no net cash provided by (used in) investing activities in the first half of 2011.

Net cash provided by financing activities
Net cash provided by financing activities was $524.1 thousand for the year ended December 31, 2011, as compared to $418.6 thousand for the
year ended December 31, 2010. In both periods, the principal source of capital was the issuance of short-term, convertible promissory notes to
individual investors.

Net cash provided by financing activities in the first six months of 2012 was $1,164.0 thousand as compared to $157.8 thousand in the first six
months of 2011. In the first six months of 2012, the Company recorded $1,500.0 thousand from the issuance of equity (consisting of 3,000,000
shares of common stock along with warrants having the right to purchase an additional 3,000,000 shares at $0.75 per share and a term of five
years), pursuant to the terms of subscriptions for $1,500.0 thousand that consisted of $325.0 thousand received in 2011 (advanced to Oryon
before December 31, 2011), $400.0 thousand received in 2012 prior to the Closing (advanced to Oryon when received) and $775.0 thousand
received after the Closing but before June 30, 2012. Since amounts were advanced to Oryon prior to the Closing, they were reported as notes
receivable on the Registrant’s records and as notes payable on Oryon’s records. At Closing, when Oryon became a wholly owned subsidiary of
the Registrant, the notes in an aggregate amount of $725.0 thousand (including $325.0 thousand recorded at December 31, 2011 as notes
payable at OTLLC) became an intercompany receivable/payable and were cancelled. In the six months ended June 30, 2011, Oryon generated
$75.0 thousand from the issuance of convertible notes and $80.0 thousand from the issuance of short-term promissory notes to individual
investors.

Contractual Obligations and Off-Balance Sheet Arrangements
Contractual Obligations
The following table outlines payments due under our significant contractual obligations over the periods shown, exclusive of interest:

                                                                                          Payments due by Period
Contractual Obligations                                 Less than             One to               Three to        More Than
At December 31, 2011                                    One Year            Three Years           Five Years       Five Years       Total
Operating Lease Obligations                           $ 79,164         $        158,328          $    98,955       $     —      $     336,447
Long-Term Debt Obligations                            $    —           $      2,579,220          $       —         $     —      $   2,579,220
Capital Expenditure Obligations                       $    —           $            —            $       —         $     —      $         —
Purchase Obligations                                  $    —           $            —            $       —         $     —      $         —
Other Long-Term Liabilities                           $    —           $            —            $       —         $     —      $         —

The above table outlines our obligations as of December 31, 2011 and does not reflect any changes in our obligations that have occurred after
that date.

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The following table outlines payments due under our significant contractual obligations over the periods shown, exclusive of interest, as of
June 30, 2012:

                                                                                        Payments Due by Period
                                                   Less than One         One to Three            Three to Five    More Than
Contractual Obligations At June 30, 2012               Year                 years                    Years        Five Years            Total
                                                         ($)                  ($)                     ($)             ($)                ($)
Operating lease obligations                              79,164              158,328                    59,373          —                296,865
Long-term debt obligations                                  —              2,585,816                       —            —              2,585,816
Capital expenditure obligations                             —                    —                         —            —                    —
Purchase obligations                                        —                    —                         —            —                    —
Other long-term obligations                                 —                    —                         —            —                    —

The above table outlines our obligations as of June 30, 2012 and does not reflect any changes in our obligations that have occurred after that
date.

Off-Balance Sheet Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We
have not entered into any derivative contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its
consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated
entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that
provides financing, liquidity, market risk or credit support to it or engages in leasing, hedging or research and development services with it.

Critical Accounting Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates that affect the amounts reported in the consolidated financial statements and the accompanying notes.
Accounting estimates and assumptions are those that management considers to be the most critical to an understanding of the consolidated
financial statements because they inherently involve significant judgments and uncertainties. All of these estimates reflect management’s
judgment about current economic and market conditions and their effects based on information available as of the date of these consolidated
financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and
estimates could change, which may result in future impairments of assets, among other effects.

Significant estimates for Oryon include the carrying value of intangible assets and the value of equity instruments, including convertible notes,
stock options, warrants, and membership units issued in lieu of cash.

Recently Issued Accounting Pronouncements
There have been no new accounting rules or pronouncements introduced in 2012 or 2011 that have had an effect of our financial conditions or
results of operations.

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                          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of September 30, 2012, with respect to the beneficial ownership of our common stock for
(i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent
(5%) or more of the outstanding shares of our common stock. As of September 30, 2012, there were 62,613,369 shares of common stock
outstanding, which includes 1,000,000 shares to be issued in fulfillment of subscriptions and 27,111,248 shares issued in connection with the
conversion of the Series C Notes as reported on the Company’s Form 8-K, dated August 31, 2012 No shares of our preferred stock were
outstanding as of September 30, 2012.

To our knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in
the table have sole voting and investment power with respect to the shares of common stock indicated.

                    Name and Address of                                                                   Percentage Beneficially
                    Beneficial Owner(1)                           Shares Beneficially Owned                       Owned
                    Directors and Executive Officers
                    Thomas P. Schaeffer
                    Chief Executive Officer and
                      Director (2)(3)                                             2,250,000                                    3.58 %
                    Mark E. Pape
                    Chief Financial Officer, Director
                      (2)(4)                                                      1,271,832                                    2.02 %
                    Larry L. Sears
                    Director (2)(5)                                                   60,000                                   0.10 %
                    Jon S. Ross
                    Director (2)                                                          —                                     —
                    Richard K. Hoesterey
                    Director (2)                                                          —                                     —
                    All Officers and Directors as a
                      Group (5 persons)                                           3,581,832                                    5.65 %
                    5% Shareholders
                    MRM Acquisitions, LLC (2)(6)(9)                              20,116,571                                   31.21 %
                    Oryon Capital, LLC (7)(9)                                    27,282,271                                   41.70 %
                    M. Richard Marcus (8)(9)                                     29,617,515                                   44.56 %
                    Legacy Star Enterprises (10)                                  4,633,784                                    7.22 %
                    Jackson Bennett LLC (11)                                      3,500,000                                    5.44 %
                    Jerome Bresson Revocable Trust
                      (12)                                                        3,188,605                                    5.01 %

(1)   Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC,
      shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants
      are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to
      be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

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(2)  The address for this individual or entity is: 4251 Kellway Circle, Addison, Texas 75001.
(3)  Mr. Schaeffer owns 2 million restricted shares of Company common stock and 250,000 shares underlying vested equity options with an
     exercise price of $0.745 per share and a remaining term of approximately 10 years.
(4) Includes 791,832 shares of Company common stock owned directly (received during 2011 in lieu of cash compensation) and 480,000
     shares underlying vested equity options with a weighted average exercise price of $0.125 per share and a remaining term of
     approximately 8.5 years.
(5) Consists of 60,000 shares underlying vested equity options with a weighted average exercise price of $0.125 per share and a remaining
     term of approximately 2.5 years.
(6) Includes 18,269,747 shares of common stock owned directly and 1,846,824 shares underlying Series C Warrants to purchase common
     stock at $0.3125 per share. Oryon Capital, LLC owns 66.19% of the membership units of MRM Acquisitions, LLC and consequently has
     voting control and investment discretion over the securities held by MRM Acquisitions, LLC. As a result, Oryon Capital, LLC may be
     deemed to have beneficial ownership (as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares
     of common stock owned by MRM Acquisitions, LLC.
(7) Includes 6,194,972 shares of common stock owned directly by Oryon Capital, LLC, 970,728 shares underlying Series C Warrants to
     purchase common stock at $0.3125 per share held by Oryon Capital, LLC and 20,116,571 shares beneficially owned by MRM
     Acquisitions, LLC. See note (3) above. Mr. M. Richard Marcus, former Chief Executive Officer and Chairman of Oryon, is Chairman of
     the Board of Managers of Oryon Capital, LLC and owns 43.43% of the membership interests of Oryon Capital, LLC. Mr. Marcus
     disclaims voting control and investment discretion over the membership interests of MRM Acquisition and the equity securities of Oryon
     held by Oryon Capital, LLC.
(8) Includes (a) 1,300,140 shares of common stock owned directly, (b) 983,104 shares underlying vested equity options with a weighted
     average exercise price of $0.17 per share and a weighted average remaining term of 6.3 years, (c) 52,000 shares underlying Series C
     Warrants to purchase common stock at $0.3125 per share and (d) 27,282,271 shares beneficially owned by Oryon Capital, LLC.
     Mr. Marcus is the former Chief Executive Officer and Chairman of Oryon and is currently the Chairman of the Boards of Managers of
     Oryon Capital, LLC and MRM Acquisitions, LLC. He owns 43.43% of the membership interests of Oryon Capital, LLC. He owns no
     membership units of MRM Acquisitions, LLC. Oryon Capital, LLC owns 66.19% of the membership units of MRM Acquisitions, LLC.
     See notes (6) and (7) above. Mr. Marcus disclaims voting control and investment discretion over Oryon Capital, LLC’s membership
     interests of MRM Acquisition, LLC and the equity securities of Oryon held by Oryon Capital, LLC. See note (7) above.
(9) The address for this individual or entity is: 6335 W. Northwest Highway, Suite 212, Dallas TX 75225.
(10) The address for this individual or entity is: 6828 Snider Plaza, Dallas TX 75205.
(11) Includes 1,750,000 shares of common stock owned directly and 1,750,000 shares underlying currently exercisable warrants with an
     exercise price of $0.50 per share. The address for this entity is Henville Building, Charlestown, Nevis.
(12) The address for this individual or entity is: P.O. Box 176, Narberth PA 19072


                                              DIRECTORS AND EXECUTIVE OFFICERS

            Name                                              Age        Position                                      Since
            Thomas P. Schaeffer                                60        Director, President and Chief Executive        2012
                                                                           Officer
            Mark E. Pape                                       62        Director, Chief Financial Officer,             2012
                                                                           Treasurer and Secretary
            Larry L. Sears                                     58        Director                                       2012
            Jon S. Ross                                        48        Director                                       2012
            Richard K. Hoesterey                               70        Director                                       2012

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Thomas P. Schaeffer , Director, President and Chief Executive Officer
Mr. Schaeffer has over 30 years of experience in sales and marketing, specializing in new product introductions to mature industries and
sourcing niches for existing products in emerging categories. Mr. Schaeffer became President, Chief Executive Officer and a Director of the
Company on May 4, 2012 and has served as President and Chief Executive Officer of Oryon since October 2011. From 1983 until present,
Mr. Schaeffer has been the owner of Active Concepts, a sales and marketing company in the sportswear industry. From 2002 until 2008,
Mr. Schaeffer served as National Sales Manager of Dallas Cowboys Merchandising, a sales and marketing company for Dallas Cowboys
merchandise. Mr. Schaeffer began his career at Blue Ribbon Sports, which later became Nike Inc. In 1982, he formed Active Concepts, a sales
and marketing company, that is still active. He co-founded Vino Family Vineyards, a winery in Napa Valley, California, and has consulted for
major retailers in the United States. Mr. Schaeffer was the first National Sales Manager for the Dallas Cowboys, hiring and training the national
sales force, and implementing the business plan to build the Dallas Cowboys merchandising department into a $100 million business.
Mr. Schaeffer attended the University of California, San Diego. The Company believes that Mr. Schaeffer’s experience in sourcing, marketing,
building sales teams and implementing new product introduction will be a valuable resource as the Company seeks to expand its business.

Mark E. Pape , Director, Chief Financial Officer, Secretary and Treasurer
Mr. Pape is a financial executive with over 30 years of experience in senior financial management, investment banking and auditing. Mr. Pape
became Chief Financial Officer and a Director of the Company on May 4, 2012 and has served as the Chief Financial Officer of Oryon since
October 2010. Mr. Pape has served as the Chairman of the Board of Directors of H2Options, Inc., a start-up water conservation
design/installation firm, since September 2009. Mr. Pape served as a partner at Tatum LLC, an executive services firm, from August 2008
through November 2009. From November 2005 to December 2007, Mr. Pape served as Executive Vice President and Chief Financial Officer at
Affirmative Insurance Holdings, Inc., a publicly-traded property and casualty insurance company specializing in non-standard automobile
insurance, and served on its board of directors and audit committee from July 2004 to November 2005. Mr. Pape has served on the boards of
directors of Wilhelmina International, Inc., a publicly-traded fashion model management company, since January 2011, YWire Technologies
Inc., a start-up in the electrical energy conservation industry, since November 2009 and J.W. Resources Exploration & Development, Inc., a
privately-held energy company, since June 2011. Mr. Pape was a member of the board of directors of Specialty Underwriters’ Alliance, Inc., a
publicly-traded specialty property and casualty insurance company, from July 2009 through November 2009. From 1979 through 1991,
Mr. Pape worked as an investment banker at several firms, including Bear, Stearns & Co., Inc., The First Boston Corporation and Merrill
Lynch Capital Markets. Mr. Pape has been a Certified Public Accountant since 1975. He holds an MBA from Harvard Business School, a
Masters in Hotel and Food Service Management from Florida International University and an AB degree from Harvard College. We believe
that with Mr. Pape’s extensive experience as a business executive, Mr. Pape brings significant leadership, operational skills and public
company director and executive experience to the Board. In addition, Mr. Pape’s background in finance and financial services, including his
significant transactional experience, will be helpful to the Company as it grows.

Larry L. Sears , Director
Mr. Sears has over 25 years of experience in banking, finance and advisory services. Since August 2008, Mr. Sears has served as a Vice
President of RB International Finance (USA) LLC, the U.S. subsidiary of Raiffeisen Bank International (“RBI”), a Vienna, Austria based
banking and financial group with presence throughout Austria, Central and Eastern Europe, Russia, China, Singapore and the U.K. Mr. Sears
was a Co-Founder and Principal of Venn Capital, LLC, a financial consulting firm where he held the position of President from June 2005 until
February 2008. From April 2002 through April 2004, Mr. Sears held business development and underwriting positions for CSG Investments,
Inc., providing financing to financially distressed companies. Mr. Sears also served as National Bank of Canada’s Group Vice President and
Representative for the Southwestern U.S. Region from April 1985 until February 2001. Mr. Sears holds a Bachelor of Science in Business
Administration degree from Kansas State University and conducted extensive post-graduate work at Oklahoma State University. He has served
on the Finance Advisory Board for the Department of Finance at Kansas State University since 1994, holding various leadership positions.
Mr. Sears’ brings to the Board his expertise and successful background in domestic and international banking, finance and capital advisory
services for companies in a wide variety of industries and ranging in size from entrepreneurial startups to multinational corporations. His varied
background and expertise in these areas is expected to bring financial and strategic acumen to management and the Board.

Jon S. Ross , Director
Mr. Ross has served as a Director of the Company since May 4, 2012. He has been a practicing attorney in Dallas, Texas since 1989. Mr. Ross
has served as a Director for Cubic Energy, Inc., a company listed on the NYSE-MKT (formerly known as NYSE-Amex), since April 1998 and
as Secretary since November 1998. He has served on several

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community and not-for-profit committees and boards. Mr. Ross is currently the President of Dallas Dynamite Wrestling Club, a
not-for-profit corporation. Mr. Ross holds a B.B.A. in Accounting and a Juris Doctorate degree from the University of Texas. Mr. Ross’
broad legal experience is expected to provide our Board with legal perspectives regarding our operations and regulatory compliance.

Richard K. Hoesterey , Director
Richard K. Hoesterey is an experienced executive with over 35 years in general management and manufacturing operations management in a
variety of industries including high tech electronics, industrial products, and power regulation. He served as the President and Chief Executive
Officer and as a Director of Components Corporation of America from January 2000 to August 2009. In September 2009, he began serving as
the President and Chief Executive Officer of R.K. Hoesterey & Associates to continue applying his expertise enhancing business performance
and mentoring senior executives. He is a member of the National Association of Corporate Directors (NACD). Mr. Hoesterey earned a B.B.A.
in Industrial Management from Clarkson University and also achieved lifetime certification (CPIM) from the American Production &
Inventory Control Society. He has served on the board of directors of Micropac Industries, Inc. (member of the audit committee) since October
2010 and on the board of directors of Trulite, Inc. (chairman of the compensation committee and member of the audit committee) since May
2006. The Board of Oryon believes that Mr. Hoesterey’s extensive business experience, both as a senior executive and as a mentor to senior
executives, brings significant leadership, operational skill and strategic acumen to Oryon’s management team and Board.

Terms of Office
The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s shareholders
or until removed from office in accordance with the Company’s Bylaws (“Bylaws”) and the provisions of the Nevada Revised Statutes. The
Company’s directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she
resigns or are removed in accordance with the Company’s Bylaws and the provisions of the Nevada Revised Statutes.

The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board of Directors in
accordance with the Company’s Bylaws and the provisions of the Nevada Revised Statutes.

Involvement in Certain Legal Proceedings
To the best of our knowledge, no director, executive officer, significant employee or control person of the Company, or any incoming officer or
director has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Committees of the Board
Prior to the Closing, the Board of Directors held no formal meetings during the fiscal year ended January 31, 2012. All proceedings of the
Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the
directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according
to the Nevada Revised Statutes and the Bylaws of our Company, as valid and effective as if they had been passed at a meeting of the directors
duly called and held. We do not presently have a policy regarding director attendance at meetings.

Prior to the Closing, we did not have standing nominating or compensation committees, or committees performing similar functions. Due to the
size of our Board, our Board of Directors believed that it was not necessary to have standing nominating or compensation committees at that
time because the functions of such committees were adequately performed by our Board of Directors. Prior to the Closing, we did not have a
nominating or compensation committee charter as we did not have such committees.

After the change in the Board of Directors in connection with the Merger, the new Board of Directors appointed members to a Nominating and
Corporate Governance Committee and a Compensation Committee. The members of the Compensation Committee are Messrs. Hoesterey and
Ross. The members of the Nominating and Corporate Governance Committee are Messrs. Hoesterey, Ross and Sears. The charters of the
Nominating and Corporate Governance Committee and the Compensation Committee are available on our website at www.oryontech.com .

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Audit Committee
The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of
the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial
statements. Prior to the Merger, our audit committee was comprised of Crystal Coranes, our former President, and Rizalyn Cabrillas, our
former Chief Financial Officer and Secretary. Neither Ms. Coranes nor Ms. Cabrillas can be considered an “audit committee financial expert”
within the meaning of Item 407(d)(5) of Regulation S-K.

Prior to Closing, we believed that our current audit committee was capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting and that retaining an independent director who would qualify as an “audit
committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from operations to date.

Since inception, our Audit Committee has conducted their business entirely by consent resolutions and have not met, as such.

Following the Merger, the Board appointed new members to our Audit Committee. The members of the Audit Committee are Messrs. Sears,
Ross and Hoesterey, with Mr. Sears serving as chairman. The Board has determined that each member of the Audit Committee is independent.
Mr. Sears qualifies as the “audit committee financial expert”.

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers, and shareholders holding more than 10% of our outstanding
Common Stock to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of our Common
Stock. Executive officers, directors, and persons who own more than 10% of our Common Stock are required by SEC regulations to furnish us
with copies of all Section 16(a) reports they file.

Based solely upon a review of Forms 3, 4, and 5 delivered to us as filed with the SEC during our most recent fiscal year, all current executive
officers and directors have made their required Section 16(a) filings but Ms. Coranes and Ms. Cabrillas have not made any of their required
Section 16(a) filings.

Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors
or executive officers.

Nominations to the Board of Directors
Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board of Director candidates
are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and
social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing
business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and
responsibilities to the Company.

In carrying out its responsibilities, the Board of Directors will consider candidates suggested by shareholders. If a shareholder wishes to
formally place a candidate’s name in nomination, however, such shareholder must do so in accordance with the provisions of the Company’s
Bylaws. Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o Oryon Holdings, Inc.,
4251 Kellway Circle, Addison, Texas, 75001.

Board Leadership Structure and Role on Risk Oversight
Prior to the Closing, Ms. Coranes served as the Company’s Chief Executive Officer, President and a Director. We determined this leadership
structure was appropriate for the Company due to our small size and limited operations and resources. After the Closing, the Board of Directors
evaluated the Company’s leadership structure and elected the current executive officers.

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Subsequent to the closing of the Merger, the Board of Directors has established procedures to determine an appropriate role for the Board of
Directors in the Company’s risk oversight function.

Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between our Board of Directors and the Board of Directors or compensation committee of any other
company, nor has any interlocking relationship existed in the past.


                                                       EXECUTIVE COMPENSATION

Board Compensation
We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings
attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses
associated with corporate matters are reimbursed by us, if and when incurred.

Executive Compensation - Former Executive Officers
No director, officer or employee received compensation during the Registrant’s last fiscal year.

Executive Compensation - New Executive Officers
The following summary compensation table indicates the cash and non-cash compensation earned from Oryon during the fiscal years ended
December 31, 2011 and 2010 by the executive officers of Oryon and each of the other two highest paid executives or directors, if any, whose
total compensation exceeded $100,000 during those periods.

Summary Compensation Table

                                                                                Option          Non-Equity
                                                                   Stock        Awards         Incentive Plan      All Other
Name and Principal Position   Year       Salary        Bonus      Awards          (l)          Compensation      Compensation         Total
M. Richard                                               —           —              —                    —               —
Marcus(a)                     2011   $ 159,986 (e)       —           —           29,657 (j)              —               —        $ 159,986
                              2010   $ 154,250 (f)                                                                                $ 183,907
Thomas P.                                                —           —              —                    —               —
Schaeffer(b)                  2011   $    68,750 (g)     —           —              —                    —               —        $    68,750
                              2010           —                                                                                            —
Mark E. Pape(c)                                          —           —              —                    —               —
                              2011   $ 118,623 (h)       —           —           22,243 (k)              —               —        $ 118,623
                              2010   $ 28,656 (i)                                                                                 $ 50,899
Jeffrey M.                                               —           —              —                    —               —
Fiedelman(d)                  2011           —           —           —              —                    —               —                —
                              2010   $    80,000                                                                                  $    80,000

(a)    Mr. Marcus resigned as Chief Executive Officer and President effective October 24, 2011, when Mr. Schaeffer was appointed to those
       positions. Mr. Marcus retained the position of the Chairman of the Board of Managers of Oryon.
(b)    Mr. Schaeffer began working for Oryon on July 15, 2011 and was appointed to the positions of Chief Executive Officer and President of
       Oryon effective October 24, 2011.
(c)    Mr. Pape was appointed to the position of Chief Financial Officer of Oryon effective October 11, 2010.
(d)    Mr. Fiedelman resigned as Chief Financial Officer of Oryon effective August 31, 2010.

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(e)   Mr. Marcus’s 2011 compensation included $97,468 for which he received stock valued at $0.125 per share in lieu of cash compensation.
      It also included $38,750 that was accrued in 2011 as deferred compensation expense and remains unpaid as of the date hereof.
(f)   Mr. Marcus’s 2010 compensation included $53,250 that was deferred until January 2011 when he received 426,000 shares valued at
      $0.125 per share in lieu of the deferred compensation.
(g)   Mr. Schaeffer’s 2011 compensation included $53,750 that was accrued in 2011 as deferred compensation expense and remains unpaid as
      of the date hereof.
(h)   Mr. Pape’s 2011 compensation included $70,323 for which he received 562,584 shares valued at $0.125 per share in lieu of cash
      compensation. It also included $31,333 that was accrued in 2011 as deferred compensation expense and remains unpaid as of the date
      hereof.
(i)   Mr. Pape’s entire 2010 compensation was deferred until January 2011 when he received 229,248 shares valued at $0.125 per share in lieu
      of the deferred compensation.
(j)   On November 1, 2010, Mr. Marcus was granted options to purchase 640,000 shares at $0.125 per share. The options have a ten-year term
      and vest at a rate of 25% per year beginning with the first anniversary of the grant.
(k)   On November 1, 2010, Mr. Pape was granted options to purchase 480,000 shares at $0.125 per share. The options have a ten-year
      term and vest at a rate of 25% per year beginning with the first anniversary of the grant.
(l)   Amounts in this column reflect the dollar amount recognized in 2010 for financial reporting purposes in accordance with FASB ASC
      Topic 718, except that we excluded the effect of estimated forfeitures related to service-based conditions pursuant to SEC rules. See Note
      14 to Oryon’s Audited Consolidated Financial Statements for the years ended December 31, 2011 and 2010, which are incorporated
      herein, for a discussion of Oryon’s valuation methodology and assumptions.

None of our executive officers or directors received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards,
non-equity incentive plan compensation, or non-qualified deferred compensation other than as noted in the table above.

Executive Employment Agreements
On September 6, 2012, we entered into an employment agreement with Mr. Schaeffer, our President and Chief Executive Officer. The
agreement provides for an initial term of employment of two years from September 6, 2012 (the “Effective Date”), with automatic one-year
renewal periods. The agreement establishes a base salary of $223,750 for the first year and $150,000 for subsequent years, and a minimum
bonus of $25,000 for the year ending December 31, 2012. Mr. Schaeffer is also entitled to any other bonus that may be awarded by the
Compensation Committee. The agreement also provides for the grant of options to purchase 500,000 shares of common stock on the Effective
Date, and an additional 500,000 shares on each of the first two anniversaries of the Effective Date, to the extent that Mr. Schaeffer’s
employment is continuing at that time. If Mr. Schaeffer’s employment is terminated prior to the end of the term by (a) the Company without
Cause (other than due to Mr. Schaeffer’s death or Disability), (b) Mr. Schaeffer for Good Reason or (c) the Company for any reason within 12
months after a Change in Control, then the Company is required to pay a lump sum amount equal to 200% of Mr. Schaeffer’s annual base
salary in effect as of his termination, a prorated bonus, and certain other amounts as provided in the agreement depending on the termination
date. The foregoing capitalized terms have the meanings given to them in the agreement.

Potential Payments Upon Termination or Change-in-Control
We had no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the
resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive
officer’s responsibilities following a change-in-control as of the end of our last completed fiscal year. Subsequent to the end of our last
completed fiscal year, we entered into an employment agreement with Mr. Schaeffer. In the event of Mr. Schaeffer’s termination of
employment by (a) the Company without Cause (other than due to his death or Disability), (b) Mr. Schaeffer for Good Reason or (c) the
Company for any reason within 12 months of a Change in Control, assuming such termination occurred on September 6, 2012 (the date of
Mr. Schaeffer’s employment agreement), the Company would be required to pay Mr. Schaeffer an amount equal to $546,250, plus the cost to
cover Mr. Schaeffer and his dependents under the Company’s medical plans for one year.

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In the event of a termination of employment as a result of Mr. Schaeffer’s death or disability, the Company is required to pay to Mr. Schaeffer
or his estate all of the proceeds from insurance policies maintained by the Company covering Mr. Schaeffer, plus the costs of Mr. Schaeffer and
his dependents under the Company’s medical plans for one year.


                    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions
There are no family relationships between any of our former directors or executive officers and the current directors and officers. During our
fiscal year ended January 31, 2012 and the previous fiscal year, there were no transactions with related parties other than as noted below. To
our knowledge, the officers and directors of the Company elected in conjunction with the Merger were not directors of the Company prior to
the Merger, did not hold any position with the Company prior to the Merger, other than Mr. Schaeffer who was a Company shareholder, and
have not been involved in any material proceeding adverse to the Company or its subsidiaries or have a material interest adverse to the
Company or its subsidiaries, or any transactions with the Company or any of its directors, executive officers, affiliates, or associates that are
required to be disclosed pursuant to the rules and regulations of the SEC.

In accordance with the Merger Agreement, upon the effectiveness of the Merger, the Oryon Members received approximately 50% of
the issued and outstanding common stock of the Company. Mr. Pape, one of our new directors and chief financial officer, was a member of
Oryon. Accordingly, Mr. Pape was issued certain shares of our Common Stock in connection with the Merger Agreement in exchange for his
membership units of Oryon.

Other than the transactions, including the Merger Agreement, noted above, there are no transactions, since the beginning of the Company’s last
fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds the
lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last three completed fiscal years, and in
which any of the current directors or officers or the incoming directors and officers had or will have a direct or indirect material interest. There
is no material plan, contract or arrangement (whether or not written) to which any of the current directors or officers or the incoming directors
and officers is a party or in which they participate that is entered into or material amendment in connection with our appointment of any of the
current directors or officers or the incoming directors and officers, or any grant or award to any of the current directors or officers or the
incoming directors or officers or modification thereto, under any such plan, contract or arrangement in connection with our appointment of any
of the current directors or officers or the incoming directors and officers.

Review, Approval or Ratification of Transactions with Related Persons
Although we have adopted a Code of Business Ethics and Control, we still rely on our Board to review related party transactions on an ongoing
basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the
affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is
not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the
appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best
interests of the Company.

Director Independence
Until the Closing Date of the Merger, we did not have any independent directors on our Board of Directors. Of our current directors, Messrs.
Sears, Ross and Hoesterey have been determined to be independent. We evaluate independence by the standards for director independence
established by applicable laws, rules, and listing standards, including, without limitation, the standards for independent directors established by
the New York Stock Exchange, Inc., the NASDAQ National Market, and the SEC.

Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three
years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive
officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct
compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member
of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public
accountants, or has worked

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for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been,
employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director
or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in
an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other
company’s consolidated gross revenues.


                                                       DESCRIPTION OF SECURITIES

The following information describes our capital stock and provisions of our articles of incorporation and our bylaws, all as in effect upon the
Closing of the Merger. This description is only a summary. You should also refer to our articles of incorporation and bylaws which have been
incorporated by reference or filed with the Securities and Exchange Commission as exhibits to this Registration Statement.

General
Our authorized capital stock consists of 600,000,000 shares of common stock at a par value of $0.001 per share, of which 15,800,000 shares
were issued and outstanding immediately prior to the Closing of the Merger after giving effect to the cancellation of an aggregate of 45,000,000
shares held by former shareholders, including 13,000,000 shares held by Mr. Coranes and Ms. Cabrillas, our former officers and directors. At
August 31. 2012, there were 62,613,369 shares outstanding, including unfulfilled subscription agreements for 1,000,000 shares of Company
common stock and 27,111,248 shares in the process of being issued in connection with the conversion of the Series C Notes (including accrued
interest) into common stock as reported in the Company’s Form 8-K, dated August 31, 2012. In addition, we are authorized to issue 50,000,000
shares of preferred stock at a par value of $0.001 per share, of which zero shares were issued and outstanding immediately prior to the Closing
of the Merger.

Common Stock
The holders of Common Stock are entitled to one vote per share. They are not entitled to cumulative voting rights or preemptive rights. The
holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally
available funds. However, the current policy of the Board of Directors is to retain earnings, if any, for operations and growth. Upon liquidation,
dissolution or winding-up, the holders of Common Stock are entitled to share ratably in all assets that are legally available for distribution after
payment in full of any preferential amounts. The holders of Common Stock have no subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of any series
of preferred stock, which may be designated solely by action of the Board of Directors and issued in the future. All outstanding shares of
common stock are duly authorized, validly issued, fully paid and non-assessable.

Preferred Stock
In accordance with our Articles of Incorporation, the Board of Directors may fix and determine the designations, rights, preferences or other
variations of each class or series within each class of preferred stock. To date, the Company has not issued any shares of preferred stock or
designated any class of preferred stock. No shares of preferred stock are outstanding.

Outstanding Options, Warrants and Convertible Securities
Warrants for 8,121,112 shares of common stock, with an exercise price of $0.3125 per share were issued as of the Closing in exchange for all
of the Oryon warrants outstanding immediately prior to the Closing. In addition, as of the Closing there were outstanding Series A Warrants
with the right to purchase 1,450,000 shares of Company stock, each with a current exercise price of $0.50 per share, related to the $725,000
portion of the financing as contemplated in the Merger Agreement that was completed as of the Closing. In connection with the Merger, each
outstanding equity option to purchase an Oryon membership unit was exchanged for an option to purchase eight (8) shares of the Company’s
common stock under the Company’s 2012 Equity Incentive Plan. As a result of the Merger, certain of the Oryon equity options are
immediately vested. Immediately prior to Closing, there were 345,388 options to purchase Oryon units outstanding, of which 295,388 were
fully vested as of Closing. This resulted in the issuance of options to purchase 2,763,104 shares of the Company’s common stock (2,363,104
fully vested at issuance) at prices ranging from $0.125 per share to $0.625 per share.

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As of the Closing, the Company had outstanding convertible securities with the issued face amount (excluding accrued and unpaid interest) of
$2.6 million, consisting of: (a) $972.1 thousand Series C-1 Notes, (b) $1,044.6 thousand Series C-2 Notes, and (c) $569.2 thousand Series C-3
Notes (collectively, the Series C Notes). Immediately after the Closing, the Series C Notes and all accrued but unpaid interest were convertible
to Company common stock at the rate of $0.0625 (Series C-1 Notes), $0.1875 (Series C-2 Notes) or $0.15 (Series C-3 Notes) under certain
conditions, as specified in the Notes. The Series C Notes were convertible into common stock in the event that Oryon received a qualified
financing of at least $2 million.

As of August 31, 2012, the Company received an aggregate amount of $2.0 million from the issuance of common stock pursuant to the
Financing Agreement. As a result, all of the Company’s Series C Notes were automatically converted into shares of common stock of the
Company on August 31, 2012. The Series C Notes, with aggregate outstanding principal of $2,585.8 thousand and aggregate accrued and
unpaid interest of $226.2 thousand, were converted into an aggregate of 27,111,248 shares of common stock.

Change in Fiscal Year
In connection with the Merger, the Company’s Board of Directors changed the Company’s fiscal year end from January 31 to December 31,
effective immediately. Accordingly, the Company will file its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 with
the SEC on or before March 31, 2013. As the transition period covers one month or less, in accordance with the SEC’s transition report rules as
set forth in Rule 13a-10, the Company need not file a separate transition report and the Company’s Quarterly Report on Form 10-Q for the
period ended June 30, 2012 contained the necessary financial information for the transition period.

Amended & Restated Bylaws
In connection with the Merger, the Company’s Board of Directors adopted Amended & Restated Bylaws of the Company, effective as of the
Closing Date (the “New Bylaws”). The following discussion briefly summarizes the significant differences between the previous Bylaws of the
Company (the “Old Bylaws”) and the New Bylaws.

      Annual and Special Meetings of Shareholders
The Old Bylaws provide that the annual meeting of shareholders shall be held on the first Tuesday of August of each year at 2:00 PM. The
New Bylaws provide that the Board of Directors shall determine the place and time of the annual meeting of shareholders in their sole
discretion. The Old Bylaws provide that special meetings of shareholders may only be called by the President or the Board of Directors or by
one or more shareholders holding not less than 10% of the voting power of the Company. The New Bylaws provide that special meetings of
shareholders may be called by the President, Chief Executive Officer, Chairman of the Board, the Board of Directors or by one or more
shareholders holding not less than 10% of the voting power of the outstanding shares entitled to vote.

      Voting of Shares
The New Bylaws provide that the Company’s Secretary shall prepare, or cause to be prepared, at least eleven days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, and that such list shall be open to
the examination of any shareholder during usual business hours at least ten days prior to the meeting. In addition, the New Bylaws include
qualification language regarding the rights of any one or more series of preferred stock voting separately by class or series, if any, with respect
to the votes required at any shareholder meeting. The Old Bylaws did not contain either of the foregoing provisions regarding voting of shares.

      Newly Created Directorships and Vacancies
The New Bylaws provide that whenever holders of any class or series of shares or group of classes or series of shares are entitled to elect one
or more directors by the provisions of the Company’s amended and restated Articles of Incorporation, any vacancies in such directorships and
any newly created directorships of such class, series or group to be filled by reason of an increase in the number of such directors may be filled
only by (i) the affirmative vote of (A) a majority of the directors elected by such class, series or group, then in office or (B) the sole remaining
director so elected or (ii) the vote of the holders of the outstanding shares of such class, series or group. The Old Bylaws did not contain the
foregoing provision.

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      Special Meetings of the Board of Directors
The Old Bylaws provide that special meetings of the Board of Directors may be called at any time by the President, by any Vice President or
by any two directors. The New Bylaws provide that special meeting of the Board of Directors may be called by the Chairman of the Board or
the President, or by a majority of the directors then in office.

      Uncertificated Shares
The New Bylaws include a provision that the Board of Directors may provide for the issuance of uncertificated shares, consistent with
Section 78.235 of the Nevada Revised Statutes. This provision will allow the Company to issue its authorized capital stock as uncertificated
shares. There will be no change to the Company’s capital stock as a result of its ability to issue uncertificated shares. The Old Bylaws provide
that a certificate or certificates for shares of the capital stock of the Company shall be issued to each shareholder when any such shares are fully
paid up. The Old Bylaws did not contain a provision relating to uncertificated shares.

      Indemnification
Although both the Old Bylaws and New Bylaws provide for the indemnification of directors or officers of the Company to the full extent
permitted by law, the New Bylaws also provide additional detail with respect to the types of claims for which such individuals may be
indemnified, exceptions to the Company’s indemnification requirements, expense reimbursement, determination that indemnification is proper,
and insurance.

In addition, the New Bylaws update the form and certain immaterial content of the Old Bylaws and also include administrative and stylistic
changes which have not been detailed herein. The adoption of the New Bylaws will not alter the directors’ fiduciary obligations to the
Company, and the Board believes the New Bylaws are in the best interests of the Company’s shareholders as they provide the Company with
the flexibility necessary to carry out its business plan and attract strategic partners.

The discussion above is qualified in its entirety by reference to the full text of the New Bylaws filed as Exhibit 3.2(b) to our Current Report on
Form 8-K dated May 4, 2012.


                                   C HANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Effective May 4, 2012, Madsen & Associates CPA’s Inc. (“Madsen”) was dismissed as the Company’s independent registered public
accounting firm. Madsen’s report for the fiscal year ended January 31, 2012 was on the Company’s financial statements for the Company’s
former operations prior to the reverse acquisition. On May 4, 2012, the Company completed a reverse acquisition with Oryon, which became
the operations of the Company and the accounting acquirer on a going forward basis.

The dismissal of Madsen as the independent registered public accounting firm was approved by the Company’s Audit Committee.

The reports of Madsen regarding the Company’s financial statements for the fiscal years ended January 31, 2012 and 2011 did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that
the audit report of Madsen on the Company’s financial statements for fiscal years ended January 31, 2012 and 2011 contained an explanatory
paragraph which noted that there was substantial doubt about the Company’s ability to continue as a going concern.

During the years ended January 31, 2012 and 2011, and during the period from January 31, 2012 to May 4, 2012, the date of dismissal, (i) there
were no disagreements with Madsen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of Madsen would have caused it to make reference to such disagreement in
its reports; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

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The Company has provided Madsen with a copy of the foregoing disclosures and requested that Madsen furnish the Company with a letter
addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter was filed as Exhibit 16.1 to our Current
Report on Form 8-K, as amended, dated May 4, 2012.

Effective May 4, 2012, the Board of Directors of the Company engaged Montgomery, Coscia, Greilich LLP (“MCG”) as its independent
registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2012. MCG is the
independent registered accounting firm for Oryon, and its report on the financial statements of Oryon at December 31, 2011 and 2010 and for
the two years in the period then ended are included in the Current Report on Form 8-K, as amended, dated May 4, 2012.

During each of the Company’s two most recent fiscal years and through the interim periods preceding the engagement of MCG, the Company
(a) has not engaged MCG as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to
audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) has not
consulted with MCG regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company
by MCG concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.


                               QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

The Company does not have any market risk sensitive instruments.


                                                       CONTROLS AND PROCEDURES

Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley Act of 2002
(“SOX”) Section 404(a). Internal controls are a mechanism to ensure objectives are achieved and are under the supervision of the Company’s
management. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and
abuse. These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the
Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control is
“everything that helps one achieve one’s goals - or better still, to deal with the risks that stop one from achieving one’s goals.” Internal controls
are mechanisms that are there to help the Company manage risks to success.

In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They
help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout
the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications,
reconciliations, reviews of operating performance, security of assets and segregation of duties.

As of June 30, 2012 (the “Evaluation Date”), the Company’s management assessed the effectiveness of the Company’s internal control over
financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting
such assessments. Management concluded that, during the quarter and six month period ended June 30, 2012, internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules. Management determined that there are deficiencies in the design
or operation of the Company’s internal control that adversely affected the Company’s internal controls that management considers being
material weaknesses.

In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:
        •    Through the closing of the Merger on May 4, 2012, the Company’s Audit Committee did not function as an Audit Committee
             should, since there was a lack of independent directors on the Audit Committee and the Board of Directors had not identified an
             “expert”, one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.

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        •    The Company has limited segregation of duties, which is not consistent with good internal control procedures.
        •    The Company does not have a written internal control procedures manual that outlines the duties and reporting requirements of the
             Directors and any staff to be hired in the future. This lack of a written internal control procedures manual does not meet the
             requirements of the SEC or for good internal control.
        •    There are no effective controls instituted over financial disclosure and the reporting processes.

Management determined that the weaknesses identified above have not affected the financial results of the Company due to the Company’s
operational and financial inactivity since inception. Effective as of the closing of the Merger on May 4, 2012, five new directors were elected to
the Board of Directors as disclosed in the Company’s Current Report on Form 8-K, as amended, dated May 4, 2012. At the new Board’s first
meeting on May 18, 2012, the three independent board members were elected to serve on the Audit Committee, including an identified
“expert” on the Audit Committee to advise other members as to correct accounting and reporting procedures. Appointing independent members
to the Audit Committee and using the services of an expert on the Audit Committee will greatly improve the overall performance of the Audit
Committee.

The Company will endeavor to correct the other above noted weaknesses in internal control once it has adequate funds to do so. With the
addition of the new board members in connection with the Merger and the planned increase in administrative staff, the segregation of duties
issue will be addressed in part and internal control will be significantly improved. The Audit Committee appointed subsequent to the Closing of
the Merger has directed management to develop a written policy manual outlining the duties of each of the officers and staff of the Company to
facilitate better internal control procedures.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls
over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or
improvements, as necessary and as funds allow.

There were no adverse changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring
corrective actions, except as noted above.

As more fully described above, in connection with the Merger, on the Closing Date, we issued a total of 16,502,121 shares of our common
stock to the Oryon members.

Warrants (the Series C Warrants) for 8,121,112 shares of common stock, with an exercise price of $0.3125 per share have been issued in
connection with the Closing in exchange for all Oryon warrants outstanding immediately prior to the Closing.

In addition, at Closing there were outstanding Series A Warrants with the right to purchase 1,450,000 shares of Company common stock, each
with an original exercise price of $0.75 per share, related to the $725,000 portion of the financing as contemplated in the Merger Agreement
that was completed as of the Closing. Between the Closing Date and June 30, 2012, additional Series A Warrants were issued having the right
to purchase 1,550,000 shares of Company common stock, each with an original exercise price of $0.75 per share, related to the $775,000
portion of the financing as contemplated in the Merger Agreement that was completed after the Closing but before June 30, 2012. After
June 30, 2012, on July 24, 2012, additional Series A Warrants were issued having the right to purchase 500,000 shares of Company common
stock, each with an original exercise price of $0.75 per share, related to the $250,000 portion of the financing as contemplated in the Merger
Agreement. In addition, on August 31, 2012, additional Series A Warrants were issued having the right to purchase 500,000 shares of Company
common stock, each with an original exercise price of $0.75 per share, related to the $250,000 portion of the financing as contemplated in the
Merger Agreement. The exercise price of all of the Series A Warrants was reduced to the current exercise price of $0.50 per share from the
original exercise price of $0.75 per share on September 25, 2012, pursuant to an action of the Company’s board of directors. .

In connection with the Merger, each outstanding incentive option to purchase an Oryon membership unit as of the Closing Date was exchanged
for an option to purchase eight (8) shares of the Company’s common stock under the Company’s 2012 Equity Incentive Plan. Immediately
prior to Closing, there were 345,388 options to purchase Oryon membership units outstanding. This resulted in the issuance of options to
purchase 2,763,104 shares of the Company’s common stock at prices ranging from $0.125 per share to $0.625 per share.

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Reference is made to the disclosures set forth under Item 2.01 of the Company’s Current Report on Form 8-K, as amended, dated May 4, 2012,
which disclosures are incorporated herein by reference.

The foregoing issuances of the common stock, warrants, and options to the stakeholders of Oryon pursuant to the Merger Agreement, and the
issuance of Series A Warrants, were exempt from registration because such issuances did not involve a public offering in accordance with
Regulation D or were offshore transactions in accordance with Regulation S.

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                                                         SELLING SHAREHOLDERS

This prospectus relates to the registration of shares of our outstanding common stock, plus shares issuable upon exercise of warrants to
purchase shares of our common stock. The selling shareholders are not broker-dealers or affiliates of a broker-dealer. Because the shares were
issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act and the issuance of those shares was not
registered with the SEC, the selling shareholders currently hold “restricted stock.”

The following table sets forth, to the best of our knowledge, information concerning the selling shareholders, the number of shares currently
held by the selling shareholders, the number of shares to be offered and sold by the selling shareholders and the amount and percentage of
common stock that will be owned by the selling shareholders following the offering (assuming sale of all shares of common stock being
offered) by the selling shareholders:

                                                        Number of Shares Owned Before                                      Number of Shares
                                                                   Offering                                              Owned After Offering
                                                 No. of                Warrant          Percent        Shares            No. of       Percent
Name of Selling Shareholder                      Shares                 Shares          of Class       Offered           Shares       of Class
Maxum Overseas Fund (1)                            700,000               700,000            2.21 %      1,400,000         -0-              —
Jackson Bennett LLC (2)                          1,750,000             1,750,000            5.44 %      3,500,000         -0-              —
Fairlane Holdings Inc. (3)                       1,050,000             1,050,000            3.30 %      2,100,000         -0-              —
Newmarket Traders Ltd. (4)                         500,000               500,000            1.58 %      1,000,000         -0-              —
Martin J. Cohen (5)                                 43,200               133,335               *          176,535         -0-              —
Total                                            4,043,200             4,133,335                        8,176,535

*       Less than 1%.
(1)     Includes 700,000 shares held by Maxum Overseas fund and 700,000 warrants held by Maxum Overseas Fund. Kenneth Taves is
        authorized signatory and managing director of Maxum Overseas Fund and has voting authority of these shares. The address of Maxum
        Overseas Fund is Hastings Financial Centre, 2 nd Floor Hastings Christ Church Barbados, BB15154.
(2)     Includes 1,750,000 shares held by Jackson Bennett LLC and 1,750,000 warrants held by Jackson Bennett LLC. Ariel Sta. Cruz has
        signing authority of Jackson Bennett LLC and voting authority of these shares. The address of Jackson Bennett LLC is Henville
        Building, Charlestown Nevis.
(3)     Includes 1,050,000 shares held by Fairlane Holdings Inc., and 1,050,000 warrants held by Fairlane Holdings Inc. Ester Barrios is
        authorized signatory of Fairlane Holdings Inc and voting authority of these shares. The address of Fairlane Holdings Inc. is 60 Market
        Square, Belize City, Belize.
(4)     Includes 500,000 shares held by Newmarket Traders Ltd., and 500,000 warrants held by Newmarket Traders Ltd. Justiniand Espitu is
        authorized signatory of Newmarket Ltd. and voting authority of these shares. The address of Newmarket Traders Ltd. is Quantum
        Building #29, Caribbean Commercial Centre, The Valley, British Anguilla.
(5)     Includes 43,200 shares and 133,335 warrants held by Mr. Cohen. The address of Mr. Cohen is P. O. Box 969, Rockwall, Texas 75087.

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                                                            PLAN OF DISTRIBUTION

As of the date of this prospectus, we have not been advised by the selling shareholders as to any plan of distribution. Distributions of the shares
by the selling shareholders, or by their partners, pledgees, donees (including charitable organizations), transferees or other successors in
interest, may from time to time be offered for sale either directly by such individual, or through underwriters, dealers or agents or on any
exchange on which the shares may from time to time be traded, in the over-the-counter market, or in independently negotiated transactions or
otherwise. The methods by which the shares may be sold include:
        •    a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but
             may position and resell a portion of the block as principal to facilitate the transaction;
        •    purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
        •    exchange distributions and/or secondary distributions;
        •    sales in the over-the-counter market;
        •    underwritten transactions;
        •    ordinary brokerage transactions and transactions in which the broker solicits purchasers; and
        •    privately negotiated transactions.

Such transactions may be effected by the selling shareholders at market prices prevailing at the time of sale or at negotiated prices. The selling
shareholders may effect such transactions by selling the common stock to underwriters or to or through broker-dealers, and such underwriters
or broker-dealers may receive compensations in the form of discounts or commissions from the selling shareholders and may receive
commissions from the purchasers of the common stock for whom they may act as agent. The selling shareholders may agree to indemnify any
underwriter, broker-dealer or agent that participates in transactions involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act. We have agreed to register the shares for sale under the Securities Act and to indemnify the selling
shareholders and each person who participates as an underwriter in the offering of the shares against certain civil liabilities, including certain
liabilities under the Securities Act.

In connection with sales of the common stock under this prospectus, the selling shareholders may enter into hedging transactions with
broker-dealers, who may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling
shareholders also may sell shares of common stock short and deliver them to close out the short positions, or loan or pledge the shares of
common stock to broker-dealers that in turn may sell them.

The selling shareholders and any underwriters, dealers or agents that participate in distribution of the shares may be deemed to be underwriters,
and any profit on sale of the shares by them and any discounts, commissions or concessions received by any underwriter, dealer or agent may
be deemed to be underwriting discounts and commissions under the Securities Act.

There can be no assurances that the selling shareholders will sell any or all of the shares offered under this prospectus.

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an
account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs
bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security.


                                                                LEGAL MATTERS

The validity of the shares of common stock offered hereby has been passed upon by Looper Reed & McGraw PC, Dallas, Texas.

                                                                          58
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                                             WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act that registers the common stock to be sold by this
prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits filed as part of the
registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the
exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any
other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to
the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit
is qualified in all respects by the filed exhibit.

In addition, we file annual, quarterly and periodic reports, proxy statements and other information with the SEC. You may read and copy any
document we file with the SEC at the SEC’s public reference room at 100 F Street NE, Washington, D.C. 20549. You may obtain information
on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You can request copies of these documents,
upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street NE, Washington, D.C. 20549-1004. The SEC
maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. Our SEC filings are accessible through the Internet at that website.

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                                        ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES

                                                      Index to Financial Statements

Report of Independent Registered Public Accounting Firm                                                                        F-2
Financial Statements:
     Consolidated Balance Sheets at December 31, 2011 and 2010                                                                 F-3
     Consolidated Statements of Operations for the years ended December 31, 2011 and 2010                                      F-4
     Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2011 and 2010       F-5
     Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010                                      F-6
     Notes to Consolidated Financial Statements for the years ended December 31, 2011 and 2010                                 F-7
     Consolidated Balance Sheets at June 30, 2012 (unaudited) and December 31, 2011                                           F-20
     Consolidated Statements of Operations for the quarters and six month periods ended June 30, 2012 and 2011 (unaudited)    F-21
     Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the six month periods ended June 30, 2012 and
       2011 (unaudited)                                                                                                       F-22
     Consolidated Statements of Cash Flows for the six month periods ended June 30, 2012 and 2011 (unaudited)                 F-23
     Notes to Consolidated Financial Statements for the six months ended June 30, 2012 (unaudited) and year ended
       December 31, 2011                                                                                                      F-24

                                                                    F-1
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                                                    M ONTGOMERY C OSCIA G REILICH LLP
                                                         Certified Public Accountants
                                                        2500 Dallas Parkway, Suite 300
                                                             Plano, Texas 75093
                                                                972.748.0300 p
                                                                972.748.0700 f

Thomas A. Montgomery, CPA                                                                                                      Rene E. Balli, CPA
Matthew R. Coscia, CPA                                                                                                      Erica D. Rogers, CPA
Paul E. Greilich, CPA                                                                                                     Dustin W. Shaffer, CPA
Jeanette A. Musacchio                                                                                                        Gary W. Boyd, CPA
James M. Lyngholm                                                                                                          Michal L. Gayler, CPA
Christopher C. Johnson, CPA                                                                                           Gregory S. Norkiewicz, CPA
J. Brian Simpson, CPA                                                                                                       Karen R. Soefje, CPA


                              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
of Oryon Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Oryon Technologies, Inc. and Subsidiaries as of December 31, 2011 and
2010, and the related consolidated statements of operations, changes in shareholders’ equity (deficit), and cash flows for the years then ended.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oryon Technologies,
Inc. and Subsidiaries as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
16 to the financial statements, the Company has accumulated losses from inception through December 31, 2011 of $8,069,326, has minimal
assets, and has negative working capital. These conditions raise substantial doubt about its ability to continue as a going concern.
Management’s plans regarding those matters also are described in Note 16. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ MONTGOMERY COSCIA GREILICH LLP

M ONTGOMERY C OSCIA G REILICH LLP
Plano, Texas
September 7, 2012

                                                                        F-2
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                                           ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                    Consolidated Balance Sheets
                                                    December 31, 2011 and 2010

                                                                                                December 31,         December 31,
                                                                                                    2011                 2010
                                                             ASSETS
CURRENT ASSETS
   Cash                                                                                     $          86,685    $        144,787
   Accounts Receivable, net of allowance for doubtful accounts of $19,740 and $0,
     respectively                                                                                       1,106              15,438
   Inventory (see note 2)                                                                              75,768             112,155
   Other                                                                                                6,964              99,846
           Total current assets                                                                      170,523              372,226
PROPERTY AND EQUIPMENT, NET (see note 3)                                                               27,826               63,598
INTANGIBLE ASSETS, NET (see note 4)                                                                  160,819              183,903
OTHER LONG-TERM ASSETS (see note 5)                                                                    20,832               28,491
TOTAL ASSETS                                                                                $        380,000     $        648,218

                                          LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
   Accounts payable                                                                         $        324,027     $        373,742
   Accrued interest on notes payable (see note 9)                                                    139,727               13,912
   Deferred compensation (see note 6)                                                                166,465              152,993
   Other short-term debt (see note 7)                                                                739,824                  —
   Other current liabilities (see note 8)                                                             24,760               70,469
   Due to affiliates                                                                                  14,487               20,863
           Total current liabilities                                                               1,409,290              631,979
NOTES PAYABLE, NET (see note 9)                                                                    1,649,874            1,386,279
           Total liabilities                                                                       3,059,164            2,018,258
SHAREHOLDERS’ EQUITY
   Preferred stock, $0.001 par value, 50,000,000 authorized, none issued and outstanding
     (see note 13)                                                                                        —                    —
   Common stock, $0.001 par value, 600,000,000 authorized, 16,502,121 and 13,930,289
     issued and outstanding, respectively (see note 13)                                               16,502               13,930
   Paid in capital                                                                                 5,365,181            5,022,566
   Foreign currency translation adjustment                                                            12,119               17,516
   Accumulated deficit                                                                            (8,069,326 )         (6,421,740 )
   Non-controlling interest                                                                           (3,640 )             (2,312 )
           Total equity (deficit)                                                                 (2,679,164 )         (1,370,040 )
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY                                                  $        380,000     $        648,218


                               The accompanying notes are an integral part of these financial statements.
                                                                   F-3
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                                          ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                  Consolidated Statements of Operations
                                             For the Years Ended December 31, 2011 and 2010

                                                                                                  For the Year Ended December 31,
                                                                                                   2011                    2010
REVENUES
   Product sales                                                                              $        95,165        $        100,126
   Cost of goods sold                                                                                 (64,501 )               (68,477 )
         Gross profit                                                                                 30,664                   31,649
     Royalty and license fees                                                                            303                  350,699
     Other                                                                                            65,473                   72,246
          Total revenues                                                                              96,440                  454,594
OPERATING EXPENSES
Applications development
    Wages                                                                                            216,309                  337,766
    Payroll taxes and benefits                                                                        43,371                   68,902
    Materials, equipment, services                                                                   109,283                  209,676
    Office and overhead                                                                               14,236                   13,667
    Travel and entertainment                                                                           4,554                   36,260
          Total applications development expenses                                                    387,753                  666,271
Sales and Marketing
     Wages                                                                                            35,643                  252,063
     Payroll taxes and benefits                                                                       14,815                   51,499
     Overhead                                                                                            844                   28,368
     Outside services                                                                                 11,459                      —
     Travel and entertainment                                                                          2,555                   27,772
         Total sales and marketing expenses                                                           65,316                  359,702
General and Administrative
    Wages                                                                                            350,642                  198,800
    Payroll taxes and benefits                                                                        51,343                  158,669
    Overhead                                                                                         185,434                  220,656
    Outside services                                                                                 424,920                  215,151
    Travel and entertainment                                                                          21,518                   46,274
         Total general and administrative expenses                                                 1,033,857                  839,550
Depreciation and Amortization                                                                         58,855                   86,089
        Total loss from operations                                                                (1,449,341 )             (1,497,018 )
OTHER INCOME (EXPENSE)
   Interest income                                                                                         9                      879
   Interest expense                                                                                 (262,750 )               (281,592 )
   Other income (expense)                                                                             63,168                   21,397
   Gain on extinguishment of debt (see note 9)                                                           —                    264,676
   Loss on disposal of fixed assets                                                                      —                    (49,216 )
           Total other income (expense)                                                             (199,573 )                (43,856 )

NET LOSS BEFORE TAX                                                                               (1,648,914 )             (1,540,874 )
INCOME TAX (see note 12)                                                                                  —                          —

NET LOSS AFTER TAX                                                                                (1,648,914 )             (1,540,874 )
INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST                                                  1,328                       1,960

NET LOSS ATTRIBUTABLE TO SHAREHOLDERS                                                         $   (1,647,586 )       $     (1,538,914 )

Loss per share: basic and diluted                                                             $         (0.11 )      $              (0.11 )
Weighted average shares outstanding                                                                     15,269,316   13,930,289

                                The accompanying notes are an integral part of these financial statements.

                                                                   F-4
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                                       ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                 Consolidated Statements of Changes in Shareholders’ Equity (Deficit)
                                           For the Years Ended December 31, 2011 and 2010

                                                                                                                  Accumulated
                                                                                                                     Other
                                          Common Stock,                                      Non-Controlling     Comprehensive        Accumulated
                        Shares            $0.001 par value       Paid in Capital                Interest         Income (Loss)           Deficit           Total
Balances at
  December 31,
  2009                  13,930,288    $            13,930    $       4,848,486           $              (352 )   $     12,235     $     (4,882,826 )   $       (8,527 )

Operating Results for
   the year ended
   December 31, 2010                                                                                  (1,960 )                          (1,538,914 )       (1,540,874 )
Foreign currency
   translation
   adjustment                                                                                                           5,281                                      5,281
Stock-based
   compensation
   expense                                                               10,352                                                                               10,352
Issuance of warrants                                                     79,608                                                                               79,608
Beneficial conversion
   feature                                                               84,120                                                                               84,120

Balances at
  December 31,
  2010                  13,930,288    $            13,930    $       5,022,566           $            (2,312 )   $     17,516     $     (6,421,740 )   $   (1,370,040 )

Operating Results for
   the quarter ended
   June 30, 2011                                                                                      (1,328 )                          (1,647,586 )       (1,648,914 )
Foreign currency
   translation
   adjustment                                                                                                          (5,397 )                                (5,397 )
Stock-based
   compensation
   expense                                                               20,896                                                                               20,896
Issuance of warrants                                                      2,812                                                                                2,812
Issuance of shares in
   lieu of cash
   payments (see note
   13)                   2,571,833                   2,572              318,907                                                                              321,479

Balances at
  December 31,
  2011                  16,502,121    $            16,502    $       5,365,181           $            (3,640 )   $     12,119     $     (8,069,326 )   $   (2,679,164 )


                                 The accompanying notes are an integral part of these financial statements.

                                                                                   F-5
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                                           ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                Consolidated Statements of Cash Flows

                                                                                                            For the Year Ended December 31,
                                                                                                             2011                    2010
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                                             $    (1,647,586 )      $     (1,538,914 )
   Adjustments to reconcile net loss to net cash used in operating activities:
        Gain on extinguishment of debt                                                                               —                 (264,672 )
        Noncash interest expense on short-term notes                                                              13,646                    —
        Noncash interest expense on notes payable                                                                125,815                 97,447
        Noncash interest expense on warrants related to convertible notes                                         18,255                  1,431
        Noncash interest expense - beneficial conversion feature (see note 9)                                    103,472                182,151
        Non-controlling interest                                                                                  (1,328 )               (1,960 )
        Stock-based compensation expense                                                                          20,896                 10,352
        Issuance of membership units in lieu of cash payment (see note 10)                                       311,479                    —
        Issuance of convertible notes in lieu of rent                                                             69,582                    —
        Bad debt expense                                                                                          19,739                    746
        Loss on disposal of fixed assets                                                                             —                   49,216
        Depreciation and amortization                                                                             58,855                 86,089
        Gain on foreign currency transactions                                                                        —                   (8,650 )
        Changes in operating assets and liabilities:
             Accounts receivable - decrease (increase)                                                            (5,407 )              334,445
             Inventory - decrease (increase)                                                                      36,387                 76,086
             Other current assets - decrease (increase)                                                           92,882                (90,588 )
             Other assets - decrease (increase)                                                                    7,659                 (6,922 )
             Accounts payable - increase (decrease)                                                              237,430                156,012
             Deferred compensation - increase (decrease)                                                          13,472                152,993
             Other current liabilities - increase (decrease)                                                     (45,709 )             (504,162 )
             Due to affiliates - increase (decrease)                                                              (6,376 )               22,073
           Net cash used in operating activities                                                                 (576,837 )          (1,246,827 )
CASH FLOWS FROM INVESTING ACTIVITIES
         Purchase of property and equipment                                                                           —                 (17,063 )
         Leasehold improvements                                                                                       —                  (7,279 )
           Net cash flows used in investing activities                                                                —                 (24,342 )
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of convertible notes                                                                    75,000                418,000
   Proceeds from issuance of short-term notes payable                                                            439,033                    —
   Proceeds from issuance of equity                                                                               10,000                    —
   Issuance of noncash warrants other than convertible notes related                                                  99                    563
           Net cash provided by financing activities                                                             524,132                418,563
           Effect of exchange rates on changes in cash                                                             (5,397 )                   5,281
           Net increase (decrease) in cash and cash equivalents                                                   (58,102 )            (847,325 )
           Cash and cash equivalents, beginning of period                                                        144,787                992,112
           Cash and cash equivalents, end of period                                                     $          86,685      $        144,787

SUPPLEMENTAL DISCLOSURES:
   Cash paid for interest                                                                               $           1,562      $               563


                                    The accompanying notes are an integral part of these financial statements.

                                                                       F-6
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                                                  Oryon Technologies, Inc. And Subsidiaries
                                                 Notes to Consolidated Financial Statements
                                                For the years ended December 31, 2011 and 2010

Organization and Basis of Presentation
Oryon Technologies, Inc. (“Oryon” or the “Company”) has only one direct subsidiary, OryonTechnologies, LLC, a Texas limited liability
company (“OTLLC”), that is the parent of three wholly-owned companies: OryonTechnologies Licensing, LLC (“OTLIC”),
OryonTechnologiesDevelopment, LLC (“OTD”), and OryonTechnologies International Pte. Ltd. (“OTI”). OTLIC and OTD are also Texas
limited liability companies. OTI is a Singapore-based corporation. Operations at OTI were suspended in May 2009 and OTI is inactive. OTI
originally owned 51% of Oryon-Asia Pacific Safety, Limited (“OAPS”), which was formed in December 2006 as a Hong Kong limited
company. During 2011, the 51% ownership was transferred to OTLLC. The other 49% of OAPS is owned by two non-affiliated individuals.
Operations of OAPS were suspended in February 2011 and OAPS is inactive. OTLLC is a developer of a patented electroluminescent (“EL”)
lighting technology, trademarked as Elastolite ® , which enables thin, flexible, crushable, water-resistant lighting systems to be incorporated
into multiple applications such as safety apparel, sporting goods, consumer goods and membrane switches, among others.

The accompanying audited financial statements of Oryon have been prepared in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). Because a precise determination of
many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of
estimates, which have been made using careful judgment. Actual results may vary from these estimates.

These audited financial statements have been prepared in accordance with GAAP applicable to a going concern, which assume that the
Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially
different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying
values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company’s ability to
continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the
near future. Since its inception, the Company has funded operations through short-term borrowings and equity investments in order to meet its
strategic objectives. The Company’s future operations are dependent upon external funding and its ability to execute its business plan, realize
sales and control expenses. Management believes that sufficient funding will be available from additional borrowings and equity placements to
meet its business objectives, including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no
assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon
terms favorable to the Company.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented
are not necessarily indicative of the results to be expected for the full year.

Corporate History and the Merger
The Company was incorporated under the laws of the State of Nevada on August 22, 2007 with the name “Eaglecrest Resources, Inc.” and
100,000,000 authorized common shares with a par value of $0.001. On August 6, 2010, the Company amended its Articles of Incorporation to
increase its number of authorized shares of common stock to 600,000,000 shares of common stock, par value of $0.006 per share. On
November 4, 2011, the Company amended its Articles of Incorporation to decrease the par value of its common stock from $0.006 to $0.001
per share. On November 25, 2011, the Company amended its Articles of Incorporation to change its name from “Eaglecrest Resources, Inc.” to
“Oryon Holdings, Inc.” On May 5, 2012, the Company amended its Articles of Incorporation to change its name from “Oryon Holdings, Inc.”
to “Oryon Technologies, Inc.”

                                                                       F-7
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                                                 Oryon Technologies, Inc. And Subsidiaries
                                                Notes to Consolidated Financial Statements
                                               For the years ended December 31, 2011 and 2010

The Company was organized for the purpose of acquiring and developing mineral properties. A mineral claim, with unknown reserves, was
acquired in August 2007, became impaired in January 2008 and was written off, and the Company had limited operations subsequently. The
Company never established the existence of a commercially minable ore deposit and therefore did not reach the exploration stage.

On October 24, 2011, the Company entered into a binding letter of intent (“LOI”) with OTLLC in connection with a proposed reverse
acquisition transaction (the “Merger”) between the Company and OTLLC whereby OTLLC agreed to merge with Oryon Merger Sub, LLC, a
Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), in exchange for the issuance to the members of
OTLLC of eight (8) shares of the Company’s common stock for each outstanding membership unit of OTLLC, which was equal to a total of
16,502,121 shares (assuming that none of OTLLC’s existing Series C Notes were converted before the closing of the Merger).

In accordance with the terms of the LOI, the terms and conditions of the Merger were thereafter set forth in a formal definitive agreement. To
that end, on March 9, 2012, the Company entered into an agreement and plan of merger by and between the Company, OTLLC and Merger
Sub (the “Merger Agreement”). Upon the closing of the Merger on May 4, 2012 (the “Closing Date”), OTLLC became a wholly-owned
subsidiary of the Company, the Company issued 16,502,121 shares of common stock to the members of OTLLC and the promissory notes
receivable from OTLLC became intercompany obligations within the corporate group (and have been cancelled).

As a result of the Merger, the OTLLC members acquired the majority of the Company’s issued and outstanding common stock, OTLLC
became our wholly-owned subsidiary, and the Company acquired the business and operations of OTLLC. In conjunction with the Merger,
OTLLC assumed no liabilities from the Company and all members of the Company’s executive management are from OTLLC. The Company
filed a Current Report on Form 8-K, as amended, dated May 4, 2012, describing the Merger and providing information concerning OTLLC.

The Merger was accounted for as a reverse-merger and recapitalization in accordance with GAAP. OTLLC is deemed to be the acquirer for
financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations that are
reflected in the historical financial statements prior to the Merger are those of OTLLC and are recorded at the historical cost basis of OTLLC,
and the consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and OTLLC,
historical operations of OTLLC and operations of the Company from the Closing Date. Membership units and the corresponding capital
amounts of OTLLC pre-Merger have been retroactively restated as shares of common stock reflecting the eight (8) to one exchange ratio of the
Merger. All references in the financial statements and notes thereto to equity securities and all equity related historical financial measurements
including weighted average shares outstanding, earnings per share, par value of common stock, additional paid in capital, option exercise prices
and warrant exercise prices have been retroactively restated to reflect the Merger exchange ratio.

The Company’s common stock is quoted on the OTCQB tier of the U.S. OTC Market under the symbol ORYN.

1.    Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The Company uses the accrual method of accounting and all amounts are denominated in United States dollars. The accounts for OTI, which
are maintained in Singapore dollars, have been converted from Singapore dollars to United States dollars at historical exchange rates.

All significant intercompany accounts and transactions have been eliminated in the consolidation. “Due to affiliates” represents amounts due to
entities that are not part of the consolidated company presented herein from entities that are within the consolidated company.

                                                                       F-8
Table of Contents

                                                  Oryon Technologies, Inc. And Subsidiaries
                                                 Notes to Consolidated Financial Statements
                                                For the years ended December 31, 2011 and 2010

Revenue Recognition
The Company recognizes revenue from products when the goods are shipped pursuant to a customer’s purchase order. Revenue from royalties
is recorded in the period in which the sales of the underlying products are made. Revenue from license fees is recognized in the period in which
they are due and payable.

Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates that affect the amounts reported in the consolidated financial statements and the accompanying notes.
Accounting estimates and assumptions are those that management considers to be the most critical to an understanding of the consolidated
financial statements because they inherently involve significant judgments and uncertainties. All of these estimates reflect management’s
judgment about current economic and market conditions and their effects based on information available as of the date of these consolidated
financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and
estimates could change, which may result in future impairments of assets, among other effects.

Significant estimates include the carrying value of intangible assets and the value of equity instruments, including convertible notes, stock
options, warrants, and shares issued in lieu of cash.

Cash and Cash Equivalents
Cash and cash equivalents consist of cash held in bank demand deposits. The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are accounted for at fair value, do not bear interest, and are short-term in nature. The Company maintains an allowance for
doubtful accounts for estimated losses resulting from the inability to collect on accounts receivable. Based on management’s assessment, the
Company provides for estimated uncollectible amounts through a charge to earnings and a credit to the valuation allowance. Balances that
remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a
credit to accounts receivable. The Company does not require collateral.

Concentrations of Credit Risk
Certain balance sheet items that potentially subject the Company to concentrations of credit risk are primarily accounts receivable.
Concentrations of credit risk with accounts receivable are generally mitigated by the size of the Company’s customers. The Company performs
ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts based upon the expected collectability of all
accounts receivable.

Inventory
Inventory is carried at the lower of cost or market. A physical inventory count is taken at the end of each calendar quarter and the accounting
records are adjusted to match the physical inventory.

                                                                       F-9
Table of Contents

                                                  Oryon Technologies, Inc. And Subsidiaries
                                                 Notes to Consolidated Financial Statements
                                                For the years ended December 31, 2011 and 2010

Property and Equipment
Property, equipment, computer hardware and software, and leasehold improvements are carried at historical cost. Expenditures are capitalized
only if the cost of the individual asset exceeds $1,200 and the asset is expected to have a business use for greater than 12 months.

Depreciation is calculated on a straight line basis over the estimated useful life of the property acquired. Equipment and furniture is depreciated
over 60 months. Computer software and hardware is depreciated over 36 months. Leasehold improvements are amortized over the life of the
lease or the life of the improvement, whichever is shorter.

Inter-company transfers of assets are recorded at depreciated cost, with no change in estimated life or monthly depreciation.

Research and Development
The Company expenses all costs associated with the development of applications for the Company’s technology as the costs are incurred.

Intangible Assets
Amortization is computed based on the straight line method over the life of the patent, which is 180 months beginning with the month when the
patent is granted. The amortization is based on the historical cost of each individual patent. Costs incurred to renew or extend the terms of
patents are expensed as incurred.

The Company annually assesses whether the carrying value of its intangible assets exceeds their fair value and records an impairment loss
equal to any excess.

Income Taxes
OTI and OAPS are not consolidated into the Company for purposes of United States tax filings and computations. OTLLC, OTD and OTLIC
are limited liability corporations and, as such, do not pay federal or state income taxes. Accordingly, no taxes have been accrued on the
Company’s records.

Stock-Based Compensation
The Company utilizes equity based awards as a form of compensation for employees, officers and managers. The Company records
compensation expense for all awards granted. After assessing alternative valuation models and amortization methods, the Company uses the
Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each grant. The
Company will reconsider use of this model if additional information becomes available in the future that indicates another model would be
more appropriate or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model.

Leases
The company leases office and data facilities under non-cancelable operating leases. The Company recognizes rent on a straight-line basis over
the lease term.

                                                                       F-10
Table of Contents

                                                    Oryon Technologies, Inc. And Subsidiaries
                                                   Notes to Consolidated Financial Statements
                                                  For the years ended December 31, 2011 and 2010

2.    Inventory
Inventory consists of the following at December 31,

                                                                                                   2011                        2010
                     Raw materials                                                              $ 73,501                  $ 109,169
                     Finished goods                                                                2,267                      2,986
                           Total Inventory                                                      $ 75,768                  $ 112,155


3.    Property and Equipment
Property and equipment consist of the following at December 31,

                                                                                                2011                          2010
                     Leasehold improvements                                               $       7,279               $         7,279
                     Furniture and equipment                                                    184,965                       184,965
                                                                                          $      192,244              $        192,244
                     Accumulated depreciation                                                   (164,418 )                    (128,646 )
                           Net property and equipment                                     $       27,826              $         63,598

Depreciation expense was $35,771 and $59,758 for the years ended December 31, 2011 and 2010, respectively.

4.    Intangible Assets
As of December 31, 2011 and 2010, the Company’s only intangible assets consisted of patents with a gross carrying cost of $320,795 and
accumulated amortization of $159,976 and $136,892, respectively. The remaining weighted average amortization period is 8.6 years at
December 31, 2011. The estimated aggregate amortization expense in each of the years ending December 31, 2012 through December 31,
2015, is $23,084 per year.

The balances as of December 31, 2011, including intangible assets and accumulated amortization are detailed as follows:

                                                                                      Gross
                                                               Amortization          Carrying                  Accumulated
      Finite-Lived Intangible Assets                           Period (Years)        Amount                    Amortization                Net
      Patents                                                               15        320,795                     (159,976 )               160,819
                                                                                   $ 320,795               $      (159,976 )          $ 160,819

The balances as of December 31, 2010, including intangible assets and accumulated amortization are detailed as follows:

                                                                                      Gross
                                                               Amortization          Carrying                  Accumulated
      Finite-Lived Intangible Assets                           Period (Years)        Amount                    Amortization                Net
      Patents                                                               15        320,795                     (136,892 )               183,903
                                                                                   $ 320,795               $      (136,892 )          $ 183,903

                                                                        F-11
Table of Contents

                                                   Oryon Technologies, Inc. And Subsidiaries
                                                  Notes to Consolidated Financial Statements
                                                 For the years ended December 31, 2011 and 2010

Amortization expense for the years ended December 31, 2011 and 2010 was $23,084 and $26,331, respectively.

5.    Other Long Term Assets
Other long term assets consist of the following at December 31,

                                                                                                   2011               2010
                    Licenses                                                                     $ 10,000           $ 10,000
                    Security Deposits                                                               6,597             14,256
                    Other receivables                                                               4,135              4,135
                    Investment in subsidiaries                                                        100                100
                        Total other assets                                                       $ 20,832           $ 28,491


6.    Deferred Compensation
Deferred compensation consists of the following at December 31,

                                                                                                 2011                2010
                    Stock payable in lieu of wages                                           $       —          $     99,094
                    Deferred wages                                                               140,833              42,917
                    Accrued taxes on deferred compensation                                        25,632              10,982
                        Total deferred compensation                                          $ 166,465          $ 152,993

Prior to August 31, 2011, the Company was obligated to issue shares to certain senior level employees in lieu of cash wages in connection with
employee agreements with those employees. The employment agreements provided that the employees would receive shares in lieu of cash
compensation until such time as the Company obtains sufficient capital (as defined in the agreements) to begin paying their agreed-upon
compensation in cash. The obligation for additional issuances was accrued each pay period and the Company was obligated to issue the shares
at the beginning of each calendar quarter, provided that the employee was still employed by the Company.

No shares were issued in 2010. As of December 31, 2010, the Company was obligated to issue shares in lieu of $99,094 in wages for the year
ended December 31, 2010 on the first day of the subsequent quarter. Accordingly, a total of 792,752 shares were issued on January 1, 2011 at a
value of $0.125 per share. An additional 1,553,776 shares were issued on October 1, 2011 at a value of $0.125 per share under the employment
agreements in lieu of compensation earned between January 1, 2011 and August 31, 2011, for a total of 2,346,528 shares issued in 2011 in lieu
of cash wages.

Effective September 1, 2011, the agreements were revised to provide for the indefinite deferral of unpaid wages until sufficient external
funding was obtained. Deferred wages at December 31, 2011 and 2010 of $140,833 and $42,917, respectively, is included in deferred
compensation.

                                                                      F-12
Table of Contents

                                                    Oryon Technologies, Inc. And Subsidiaries
                                                   Notes to Consolidated Financial Statements
                                                  For the years ended December 31, 2011 and 2010

7.    Other Short-Term Debt
Other short-term debt consists of the following at December 31,

                                                                                                              2011
                         Short-term notes, principal balance                                              $ 401,178
                         Promissory notes related to proposed merger (Note 16)                              325,000
                         Accrued interest on short-term notes                                                13,646
                              Total short-term notes and interest                                         $ 739,824


During the year ended December 31, 2011 the Company was unable to complete a financing with a private equity firm that had been expected
to provide the Company with adequate capital. To fund continuing operations at a reduced level of expenditures, the Company issued
short-term notes to several individuals. In addition, one vendor required that the outstanding accounts payable balance of $287,145 be
converted to a promissory note. Such note accrues interest at 10% annually and is payable upon demand.

In October 2011, the Company signed a binding letter of intent to negotiate a merger agreement with a publicly-listed company. In connection
with the letter of intent, the Company was advanced a total of $325,000, in exchange for promissory notes, to fund the Company’s activities.
The promissory notes are payable at the time of closing of the proposed merger. In the event that the merger is not completed, the notes accrue
interest at 5% annually and become payable when the Company experiences one of several events as defined in the promissory notes.

8.    Other Current Liabilities
Other liabilities consisted of the following at December 31,

                                                                                                   2011              2010
                    Accrued operating expenses                                                 $ 24,760          $ 10,869
                    Unearned grant income                                                           —              59,600
                        Total other current liabilities                                        $ 24,760          $ 70,469


Unearned Grant Income
During the year ended December 31, 2007, OTI received a grant from the Singapore Economic Development Board (EDB). OTI was not able
to fulfill its obligations under the grant agreement and was therefore liable to return the grant to the EDB.

OTI recognized the income in April of 2011, after receiving confirmation that the EDB had agreed to waive the clawback of funds disbursed
for the grant.

9.    Notes Payable
The Company has outstanding three series of convertible notes issued November 2010 (the Series C-1 notes, the Series C-2 notes, and the
Series C-3 notes, collectively the “Notes”) with a combined total principal obligation of $2,579,220 at December 31, 2011 and $2,434,637 at
December 31, 2010. Combined interest obligations as of December 31, 2011 and 2010 of $139,728 and $13,912 result in a total obligation of
$2,718,947 and $2,448,550 as of December 31, 2011 and 2010, respectively. Each series of Notes is convertible under certain circumstances
into the Company’s shares at different conversion rates. The holders of the Notes received detachable warrants to purchase shares at $0.3125
per share in connection with their investment in the Notes. In November 2010, the Company issued the Series C-1 notes as payoff of the
previously outstanding Series A convertible notes and the Series C-2 notes for the previously outstanding Series B convertible notes.

                                                                      F-13
Table of Contents

                                                    Oryon Technologies, Inc. And Subsidiaries
                                                   Notes to Consolidated Financial Statements
                                                  For the years ended December 31, 2011 and 2010

The following table shows the number of potential shares that would be issued if all the Notes were converted and the related warrants were all
exercised as of December 31, 2011:

                                                             As of December 31, 2011
                                                                                                                                    Shares Issued if
                                                                                                      Potential Shares                 Warrants
                                               Conversion            Principal and Interest           Issued if Notes                Exercised@
      Convertible Debt                           Price                     Amounts                      Converted                      $0.3125
      Series C-1 Notes                        $   0.0625        $                 1,026,265               16,420,240                       2,841,440
      Series C-2 Notes                        $   0.1875                          1,102,807                5,881,640                       3,200,000
      Series C-3 Notes                        $   0.1500                            589,875                3,932,504                       1,972,000
                                                                $                 2,718,947               26,234,384                       8,013,440


The following table shows the number of potential shares that would be issued if all the Notes were converted and the related warrants were all
exercised as of December 31, 2010:

                                                             As of December 31, 2010
                                                                                                                                    Shares Issued if
                                                                                                      Potential Shares                 Warrants
                                               Conversion            Principal and Interest           Issued if Notes                Exercised@
      Convertible Debt                           Price                     Amounts                      Converted                      $0.3125
      Series C-1 Notes                        $   0.0625        $                   977,662               15,642,592                       2,841,440
      Series C-2 Notes                        $   0.1875                          1,050,578                5,603,080                       3,200,000
      Series C-3 Notes                        $   0.1500                            420,310                2,802,064                       1,672,000
                                                                $                 2,448,550               24,047,736                       7,713,440


The Company has not included these shares in earnings per share calculations as they are anti-dilutive.

Interest on the Notes accrues at the rate of 5% per annum, compounded annually, and is payable at the election of the Company on the last day
of each calendar quarter. Accrued but unpaid interest is added to the principal. Accrued and unpaid interest will be converted to shares if the
related Note principal is converted to shares. The accrued and unpaid interest becomes payable on the maturity date of December 31, 2012. If
not converted or paid on the maturity date, then any accrued and unpaid interest on the Notes will be added to the Note principal and the then
outstanding principal balance will be payable in two equal annual installments on December 31, 2013 and December 31, 2014, together with
interest earned at the rate of 5% per annum, compounded annually, which interest shall be paid quarterly commencing in the first quarter of
2013. The Notes are secured by substantially all assets of the Company.

Notes payable consist of the following at December 31,

                                                                                                  2011                       2010
                    Convertible notes (C-1, C-2 and C-3)                                      $   2,579,220              $   2,434,638
                    Debt discount - beneficial conversion feature                                  (867,273 )                 (970,745 )
                    Debt discount - warrant value                                                   (62,073 )                  (77,614 )
                         Net                                                                  $   1,649,874              $   1,386,279

                                                                          F-14
Table of Contents

                                                  Oryon Technologies, Inc. And Subsidiaries
                                                 Notes to Consolidated Financial Statements
                                                For the years ended December 31, 2011 and 2010

The previously outstanding Series A convertible notes payable were determined to have an embedded beneficial conversion feature under the
provisions of FASB ASC 470-20, “Debt with Conversion and Other Options” based on the 2008 and 2009 issuances at market value of $0.25
per share and an exercise price of $0.125 per share. In accordance with ASC 470-20, an embedded conversion feature present in a convertible
instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. A discount of $887,950 was recorded for Series A convertible note issuances during 2008 thru 2009 and amortization
expense recognized in the amounts of $0 and $ 180,826 for years ended December 31, 2011 and December 31, 2010, respectively.

In November 2010, the Company extinguished previously issued Series A and Series B convertible notes and issued new Series C-1 and Series
C-2 convertible notes to replace the Series A and Series B notes. As a result of this transaction a gain on extinguishment of debt was recognized
in the amount of $264,676 under the provisions of ASC 470-50, “ Modifications and Extinguishments” .

The Series C-1 convertible notes, issued in exchange for the Series A convertible notes, were also determined to have an embedded beneficial
conversion feature under the provisions of FASB ASC 470-20, “Debt with Conversion and Other Options” based on the November 2010
market value of $0.125 per share and an exercise price of $0.0625 per share. In accordance with ASC 470-20, an embedded conversion feature
present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value
of that feature to additional paid-in capital. A discount of $972,070 was recorded at November 2010 for the Series C-1 convertible note
issuances and amortization expense recognized in the amounts of $103,472 and $1,325 for years ended December 31, 2011 and December 31,
2010, respectively. The unamortized discount balance as of December 31, 2011 and 2010 was $867,273 and $970,745, respectively.

10.   Leases
Rent expense relating to the operating lease agreement was $91,670 and $67,038 for the years ended December 31, 2011 and 2010,
respectively. As of December 31, 2011, the future minimum payments required under all operating leases with terms in excess of one year are
as follows:

                       For the year ending December 31,
                            2012                                                                            $    79,164
                            2013                                                                                 79,164
                            2014                                                                                 79,164
                            2015                                                                                 79,164
                            2016                                                                                 19,791
                                                                                                            $ 336,447


The Company’s only lease is for its office and production facility, consisting of approximately 9,957 square feet in a building located at 4251
Kellway Circle in Addison Texas. The Company is obligated to pay $6,597 per month through March 31, 2016.

The Company began leasing its current facilities in April of 2010 under an operating lease that extends through March of 2016. In August of
2011 the Company reached an agreement with the lessor to issue Series C-3 notes as payment for the July 2011 through January 2012 rent. The
Company also agreed to issue an additional $30,000 Series C-3 convertible note in exchange for the lessor’s acceptance of such agreement.
This payment is amortized over the 7 months of rent paid by note and charged to rent.

                                                                       F-15
Table of Contents

                                                 Oryon Technologies, Inc. And Subsidiaries
                                                Notes to Consolidated Financial Statements
                                               For the years ended December 31, 2011 and 2010

As of December 31, 2010, the Company remained obligated, under certain circumstances, to contractors for the leasehold improvements to the
space in the amount of $37,287 (recorded as an accounts payable) and the lessor, 4257 Kellway Circle General Partnership, was contractually
obligated to the Company in the amount of $40,000 (carried on the books as another receivable) to compensate the Company for leasehold
improvements. The Company was not obligated to pay the contractors until the lessor paid the Company. In 2011, the lessor paid the Company,
which subsequently paid the contractors. These leasehold improvements have been depreciated over the remaining life of the lease.

11.   Commitments and Contingencies
The Company is engaged in various legal proceedings that are routine in nature and incidental to its business. None of these proceedings, either
individually or in the aggregate, is believed, in management’s option, to have a material adverse effect on either its consolidated financial
position or its consolidated results of operations.

As of December 31, 2011, a number of the Company’s employees were covered by employment agreements. In general, the employment
agreements contain non-compete provisions ranging from six months to one year following the term of the applicable agreement.

12.   Income Taxes
Until the Closing Date (May 4, 2012), the taxable entity was OTLLC, a Limited Liability Company and, accordingly, the Company had no
income tax liability prior to that date. The Company does file separate tax returns for each LLC and provide the applicable investors with
appropriate personally individualized documentation. All returns for the Company, OTLLC, OTD and OTLLC are current through 2010 tax
years and returns for the 2011 tax year are expected to be filed on a timely basis.

OTI is taxed in Singapore. The tax return for the year 2008 was filed on a timely basis but the returns for the 2009 and 2010 tax years were
filed overdue. OTI generated substantial tax losses during its existence and therefore received a tax refund of $5,181 in 2011 for estimated
taxes paid prior to 2009. No anticipated tax liability exists at December 31, 2011.

OAPS is taxed in Hong Kong. The tax return for the year 2008 was filed on a timely basis but the returns for the 2009 and 2010 tax years were
filed overdue. OAPS generated substantial tax losses during its existence and no anticipated tax liability exists at December 31, 2011.

13.   Capital
As of December 31, 2011 and 2010, the Company has issued and outstanding a total of 16,502,121 and 13,930,288 shares, respectively. During
2011, 2,346,529 shares were issued under employment agreements as described in note 6 and valued at $0.125 per share, 145,304 shares were
issued in lieu of cash payment for various liabilities and were valued at $0.125 per share, and 80,000 shares were issued to new investors and
were valued at $0.125 per share for a total of 2,571,833 shares issued in 2011.

On March 19, 2012, the Company amended its Articles of Incorporation to authorize 50,000,000 shares of preferred stock, par value $0.001 per
share. The Company’s shareholders approved the Restated Articles at a special meeting of shareholders held on March 19, 2012. No preferred
stock has been subscribed for or issued.

14.   Stock Options and Warrants
The Company adopted the 2004 Unit Option Plan under which officers, employees, advisors and managers may be awarded membership unit
option grants. Under the 2004 Unit Option Plan, the board may fix the term and vesting schedule of each option. Vested options generally
remain exercisable for up to three months after a participant’s

                                                                      F-16
Table of Contents

                                                   Oryon Technologies, Inc. And Subsidiaries
                                                  Notes to Consolidated Financial Statements
                                                 For the years ended December 31, 2011 and 2010

termination of service or up to 12 months after a participant’s death or disability. Typically, exercise price of a nonqualified option must not be
less than the fair market value of the units on the grant date. The exercise price of each unit option granted under the 2004 Plan must be paid in
cash when the option is exercised. Generally, options are not transferable except by will or the laws of descent and distribution.

Stock Options
The Company used the modified Black-Scholes model to estimate the fair value of employee stock options on the date of grant utilizing the
assumptions noted below. The risk-free rate is based on the U.S. Treasury bill yield curve in effect at the time of grant for the expected term of
the option. The expected term of options granted represents the period of time that the options are expected to be outstanding. Expected
volatilities are based on historical volatilities of selected technology stock mutual funds. The dividend yield was zero since the Company will
not be paying dividends for the foreseeable future.

                       Range of risk-free interest rates                                                          1.62% - 3.19%
                       Expected term of options in years                                                          5.839 – 6.5058
                       Range of expected volatility                                                              34.74% – 38.42%

A summary of option activity for the years ended December 31, 2011 and 2010 follows:

                                                                                        For the year ended December 31,
                                                                          2011                                                   2010
                                                                                       Weighted                                               Weighted
                                                                                       Average                                                Average
                                                            Shares                   Exercise Price                Shares                   Exercise Price
      Outstanding at the beginning of the year              2,803,104            $            0.209                1,533,304            $            0.245
      Granted                                                     —              $              —                  2,160,000            $            0.226
      Exercised                                                   —              $              —                        —              $              —
      Forfeited and expired                                  (440,000 )          $            0.324                 (890,200 )          $            0.311
      Outstanding at the end of the year                    2,363,104            $            0.188                2,803,104            $            0.209

      Exercisable at the end of the year                    1,153,104            $            0.225                  761,104            $            0.272

The Company recognized total compensation expense related to the stock options of $20,896 and $10,352 during 2011 and 2010, respectively.
Compensation expense is included in selling, general and administrative expenses in the consolidated statement of operations. Total
unrecognized compensation expense related to unvested options was $33,710 and $55,176 at December 31, 2011 and 2010, respectively.

No stock options were granted during 2011. The weighted average grant date fair value of stock options granted during 2010 was $0.0325.

                                                                        F-17
Table of Contents

                                                 Oryon Technologies, Inc. And Subsidiaries
                                                Notes to Consolidated Financial Statements
                                               For the years ended December 31, 2011 and 2010

Stock options outstanding and exercisable at December 31, 2011 were as follows:

                                                      For the year ended December 31, 2011
                                                                          Options Outstanding                   Options Exercisable
                                                                                           Weighted Average
                                                               Number                     Years of Remaining
            Exercise Prices                                  Outstanding                   Contractual Life     Number Outstanding
            $0.125                                             1,623,104                                 8.59              583,104
            $0.25                                                240,000                                 7.07              160,000
            $0.325                                               340,000                                 2.38              340,000
            $0.375                                               120,000                                 8.67               30,000
            $0.625                                                40,000                                 3.48               40,000
            Total                                              2,363,104                                                 1,153,104


Stock options outstanding and excercisable at December 31, 2010 were as follows:

                                                      For the year ended December 31, 2010
                                                                      Options Outstanding                       Options Exercisable
                                                                                          Weighted Average
                                                                                         Years of Remaining
            Exercise Prices                         Number Outstanding                     Contractual Life     Number Outstanding
            $0.125                                           1,623,104                                  9.53               213,104
            $0.25                                              240,000                                  8.01               120,000
            $0.3125                                            360,000                                  9.62                48,000
            $0.325                                             340,000                                  3.32               340,000
            $0.375                                             200,000                                  9.37                   —
            $0.625                                              40,000                                  4.42                40,000
            Total                                            2,803,104                                                     761,104


The options outstanding and exercisable at December 31, 2011 and 2010 had an aggregate intrinsic value of zero as the aggregate exercise
price was greater than the aggregate market value. No options were exercised during 2011 or 2010.

The Company has not included these shares in earnings per share calculations as they are anti-dilutive.

Warrants
At December 31, 2011, the Company has issued warrants for 8,013,440 shares to the holders of the Notes (see note 9) and additional warrants
for 107,672 shares to other individuals for a total of 8,121,111 warrants outstanding. Of the warrants outstanding, 42,672 were issued in 2009,
exercisable at $0.375 per share and had a weighted average grant date fair value of $0.009. In 2010, 7,768,440 warrants were issued,
exercisable at $0.3125 per share, that had a weighted average grant date fair value of $0.01. The remaining 310,000 warrants were issued in
2011, exercisable at $0.3125 per share and had a weighted average grant date fair value of $0.008. The Company uses the modified
Black-Scholes model to estimate the fair value of warrants on the date of issuance. Under the provisions of FASB ASC 470-20-25, the
Company allocated the fair value of the warrants at issuance and recorded debt discount and additional paid in capital in the amounts of $2,812
and $79,608 for the years ended December 31, 2011 and 2010, respectively. Amortization of debt discount related to the

                                                                         F-18
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                                                 Oryon Technologies, Inc. And Subsidiaries
                                                Notes to Consolidated Financial Statements
                                               For the years ended December 31, 2011 and 2010

warrant issuances of $18,353 (including $99 for warrants not related to the convertible notes) and $1,994 (including $563 for warrants not
related to the convertible notes) was recorded for the years ended December 31, 2011 and 2010, respectively.

The Company has not included these shares in earnings per share calculations as they are anti-dilutive.

15.   Benefit Plans
The Company established a 401(k) Plan (the “Plan”) for eligible employees of the Company. Generally, all employees of the Company who are
twenty-one years of age and who have completed one-half year of service are eligible to participate in the Plan. The Plan is a defined
contribution plan that provides that participants may make voluntary salary deferral contributions, on a pretax basis, between 1% and 15% of
their compensation in the form of voluntary payroll deductions, up to a maximum amount as indexed for cost of living adjustments. The
Company may make discretionary contributions. In 2011 the Company made contributions of $833 and paid $2,775 in maintenance fees. In
2010, the Company made contributions of $3,922 and paid $2,775 in maintenance fees.

16.   Going Concern
The Company has accumulated losses from inception through December 31, 2011 of $8,069,326, has minimal assets, and has negative working
capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These factors may have potential
adverse effects on the Company including the ceasing of operations.

Management presently believes it has the resources to fund the Company’s operations through at least 2012. The Company’s ability to continue
as a going concern is dependent on its ability to generate future profitable operations and/or to obtain the necessary financing or equity capital
to meet its obligations.

17.   Subsequent Events
The Company has evaluated subsequent events that occurred after December 31, 2011 through September 7, 2012, the date these reports were
available to be issued. Any material subsequent events that occurred during that time period have been properly recognized or disclosed in the
Company’s financial statements.

                                                                      F-19
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                                                         ORYON TECHNOLOGIES, INC.
                                                           Consolidated Balance Sheets
                                                        June 30, 2012 and December 31, 2011

                                                                                                               June 30,           December 31,
                                                                                                                2012                  2011
                                                                                                             (Unaudited)
                                       ASSETS
CURRENT ASSETS
   Cash                                                                                                  $        468,420     $          86,685
   Accounts Receivable, net of allowance for doubtful accounts of $0 and $19,740,
     respectively                                                                                                    2,668                1,106
   Inventory (see note 2)                                                                                           85,587               75,768
   Other                                                                                                             3,182                6,964
           Total current assets                                                                                   559,857              170,523
PROPERTY AND EQUIPMENT, NET (see note 3)                                                                            22,030               27,826
INTANGIBLE ASSETS, NET (see note 4)                                                                               149,278              160,819
OTHER LONG-TERM ASSETS (see note 5)                                                                                 20,832               20,832
TOTAL ASSETS                                                                                             $        751,997     $        380,000

                        LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
   Accounts payable                                                                                      $        296,549     $        324,027
   Accrued interest on notes payable (see note 9)                                                                 204,195              139,727
   Deferred compensation (see note 6)                                                                             216,799              166,465
   Other short-term debt (see note 7)                                                                             417,752              739,824
   Other current liabilities (see note 8)                                                                          18,672               24,760
   Due to affiliates                                                                                               14,487               14,487
           Total current liabilities                                                                            1,168,454            1,409,290
NOTES PAYABLE, NET (see note 9)                                                                                 1,765,895            1,649,874
           Total liabilities                                                                                    2,934,349            3,059,164
SHAREHOLDERS’ EQUITY (DEFICIT)
   Preferred stock, $0.001 par value, 50,000,000 authorized, none issued and outstanding                               —                    —
   Common stock, $0.001 par value, 600,000,000 authorized, 34,502,121 and 16,502,121
     issued and outstanding, respectively (see note 13)                                                            34,502               16,502
   Paid in capital (see note 13)                                                                                6,936,360            5,365,181
   Foreign currency translation adjustment                                                                         12,260               12,119
   Accumulated deficit                                                                                         (9,160,780 )         (8,069,326 )
   Non-controlling interest                                                                                        (4,694 )             (3,640 )
           Total equity (deficit)                                                                              (2,182,352 )         (2,679,164 )
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)                                                     $        751,997     $        380,000


                                       The accompanying notes are an integral part of these financial statements.

                                                                         F-20
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                                                         ORYON TECHNOLOGIES, INC.
                                                      Consolidated Statements of Operations
                                        For the quarters and six month periods ended June 30, 2012 and 2011
                                                                    (Unaudited)

                                                                   For the quarter ended June 30,                 For the six months ended June 30,
                                                                   2012                      2011                  2012                      2011
REVENUES
   Product sales                                             $          5,698        $              6,242     $        33,010         $          65,392
   Cost of goods sold                                                  (3,551 )                      (839 )           (23,128 )                 (31,074 )
         Gross profit                                                   2,147                    5,404                  9,882                    34,318
     Royalty and license fees                                             —                        —                      —                         303
     Other                                                                —                     26,264                    —                      36,014
          Total revenues                                                2,147                   31,668                  9,882                    70,635
OPERATING EXPENSES
Applications development
    Wages                                                             48,547                    60,691                 98,680                   125,660
    Payroll taxes and benefits                                        11,855                    11,904                 18,959                    23,660
    Materials, equipment, services                                    20,714                    33,093                 26,341                    73,321
    Office and overhead                                                3,037                     1,200                  3,463                    13,591
    Travel and entertainment                                             —                          35                    —                       3,245
          Total applications development expenses                     84,153                  106,923                147,443                    239,477
Sales and Marketing
     Wages                                                            18,000                        8,642              30,000                    35,642
     Payroll taxes and benefits                                        1,377                        7,687               2,295                    14,815
     Overhead                                                          6,732                          242              10,141                       639
     Outside services                                                 20,000                          —                20,000                     3,420
     Travel and entertainment                                          8,231                           50              13,189                     1,071
         Total sales and marketing expenses                           54,340                    16,621                 75,625                    55,587
General and Administrative
    Wages                                                             83,532                   73,167                199,394                    143,986
    Payroll taxes and benefits                                        81,706                   14,141                 86,993                     27,368
    Overhead                                                          51,117                   50,467                 86,392                     93,238
    Outside services                                                 220,312                  114,500                277,040                    194,481
    Travel and entertainment                                             715                    2,178                  2,302                     16,422
         Total general and administrative expenses                   437,382                  254,453                652,121                    475,496
Depreciation and Amortization                                         10,308                   13,829                 24,137                     31,196
           Total loss from operations                               (584,036 )               (360,159 )             (889,444 )                 (731,122 )
OTHER INCOME (EXPENSE)
   Interest income                                                       —                           2                   522                          8
   Interest expense                                                  (97,607 )                 (57,289 )            (188,365 )                 (103,723 )
   Other income (expense)                                             (1,052 )                   1,760                (5,221 )                   62,926
           Total other income (expense)                              (98,659 )                 (55,527 )            (193,064 )                  (40,789 )

NET LOSS BEFORE TAX                                                 (682,695 )               (415,686 )           (1,082,508 )                 (771,911 )
INCOME TAX (see note 12)                                                  —                          —                     —                           —

NET LOSS AFTER TAX                                                  (682,695 )               (415,686 )           (1,082,508 )                 (771,911 )
INCOME (LOSS) ATTRIBUTABLE TO
  NON-CONTROLLING INTEREST                                                —                         1,760               1,054                         1,172

NET LOSS ATTRIBUTABLE TO
 SHAREHOLDERS                                                $      (682,695 )       $       (413,926 )       $   (1,081,454 )        $        (770,738 )
Loss per share: basic and diluted                       $         (0.02 )     $         (0.03 )     $        (0.05 )   $        (0.05 )
Weighted average shares outstanding                          27,616,956            14,870,543           22,059,539         14,849,560

                                The accompanying notes are an integral part of these financial statements.

                                                                  F-21
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                                                            ORYON TECHNOLOGIES, INC.
                                          Consolidated Statement of Changes in Shareholders’ Equity (Deficit)
                                                 For the six month periods ended June 30, 2012 and 2011
                                                                       (Unaudited)
                                                                                                                                Accumulated
                                                                                                                                   Other
                                                            Common Stock,                                  Non-Controlling     Comprehensive       Accumulated
                                           Shares           $0.001 par value        Paid in Capital           Interest         Income (Loss)          Deficit           Total
Balances at December 31, 2010              13,930,288   $             13,930    $        5,022,566     $            (2,312 )   $     17,516    $     (6,421,740 )   $   (1,370,040 )

Operating Results for the quarter ended
   March 31, 2011                                                                                                      588                             (356,813 )        (356,225 )
Stock-based compensation expense                                                              5,629                                                                         5,629
Issuance of warrants                                                                          2,050                                                                         2,050
Issuance of membership units in lieu of
   cash payments (see note 13)                898,056                     898              111,359                                                                        112,257

Balances at March 31, 2011                 14,828,344   $             14,828    $        5,141,604     $            (1,724 )   $     17,516    $     (6,778,553 )   $   (1,606,329 )

Operating Results for the quarter ended
   June 30, 2011                                                                                                    (1,760 )                           (413,926 )        (415,686 )
Stock-based compensation expense                                                              5,210                                                                         5,210
Issuance of warrants                                                                            762                                                                           762
Issuance of membership units in lieu of
   cash payments (see note 13)                 80,000                      80                 9,920                                                                         10,000

Balances at June 30, 2011                  14,908,344   $             14,908    $        5,157,496     $            (3,484 )   $     17,516    $     (7,192,478 )   $   (2,006,043 )

Balances at December 31, 2011              16,502,121   $             16,502    $        5,365,181     $            (3,640 )   $     12,119    $     (8,069,326 )   $   (2,679,164 )

Operating Results for the quarter ended
  March 31, 2012                                                                                                    (1,054 )                           (398,759 )        (399,813 )
Stock-based compensation expense                                                              6,107                                                                         6,107

Balances at March 31, 2012                 16,502,121   $             16,502    $        5,371,288     $            (4,694 )   $     12,119    $     (8,468,085 )   $   (3,072,870 )

Operating Results for the quarter ended
   June 30, 2012                                                                                                       —                               (682,695 )        (682,695 )
Foreign currency translation adjustment                                                                                                  141                                  141
Issuance of common stock, financing
   transactions, pre-merger                 1,450,000                  1,450               723,550                                                                        725,000
Merger consideration-pre-existing
   shareholders                            15,000,000                 15,000               (15,000 )                                                                            —
Merger partner capital accounts                                                             10,000                                                      (10,000 )               —
Issuance of common stock, financing
   transactions, post-merger                1,550,000                  1,550               773,450                                                                        775,000
Stock-based compensation expense                                                            73,072                                                                         73,072

Balances at June 30, 2012                  34,502,121   $             34,502    $        6,936,360     $            (4,694 )   $     12,260    $     (9,160,780 )   $   (2,182,352 )



                                          The accompanying notes are an integral part of these financial statements.

                                                                                      F-22
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                                                        ORYON TECHNOLOGIES, INC.
                                                    Consolidated Statements of Cash Flows
                                             For the six month periods ended June 30, 2012 and 2011
                                                                   (Unaudited)

                                                                                                                 Six Months Ended June 30,
                                                                                                                 2012                   2011
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                                               $      (1,081,454 )     $    (770,738 )
   Adjustments to reconcile net loss to net cash used in operating activities:
        Noncash interest expense on short - term notes                                                               13,928                 —
        Noncash interest expense on notes payable                                                                    64,468              61,462
        Noncash interest expense on warrants related to convertible notes                                             9,599               9,033
        Noncash interest expense - beneficial conversion feature                                                     99,825              33,229
        Non-controlling interest                                                                                     (1,054 )            (1,172 )
        Stock-based compensation expense                                                                             79,179              10,838
        Issuance of membership units in lieu of cash payment (see note 10)                                              —               122,257
        Issuance of convertible notes in lieu of rent                                                                 6,597                 —
        Depreciation and amortization                                                                                24,137              31,195
        Changes in operating assets and liabilities:
             Accounts receivable - decrease (increase)                                                               (1,562 )           (19,413 )
             Inventory - decrease (increase)                                                                         (9,819 )             3,139
             Other current assets - decrease (increase)                                                               3,782              74,977
             Due from affiliates - decrease (increase)                                                                  —                   —
             Other long-term assets - decrease (increase)                                                               —                 7,659
             Accounts payable - increase (decrease)                                                                 (27,478 )           177,999
             Deferred compensation - increase (decrease)                                                             50,334              16,154
             Other current liabilities - increase (decrease)                                                         (6,088 )           227,180
             Due to affiliates - increase (decrease)                                                                    —                  (287 )
       Net cash used in operating activities                                                                      (775,606 )            (16,489 )
CASH FLOWS FROM INVESTING ACTIVITIES
            Purchase of property and equipment                                                                       (6,800 )                  —
           Net cash flows used in investing activities                                                               (6,800 )                  —
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of convertible notes                                                                         —                 75,000
   Proceeds from issuance of short-term notes payable                                                                  —                 80,000
   Repayment of short-term notes payable                                                                           (11,000 )                —
   Proceeds from issuance of equity                                                                              1,175,000                  —
   Issuance of noncash warrants other than convertible notes related                                                   —                  2,812
           Net cash provided by financing activities                                                             1,164,000              157,812
           Effect of exchange rates on changes in cash                                                                 141                  —
           Net increase (decrease) in cash and cash equivalents                                                    381,735              141,323
           Cash and cash equivalents, beginning of period                                                           86,685              144,787
           Cash and cash equivalents, end of period                                                       $        468,420        $     286,110

SUPPLEMENTAL DISCLOSURES:
   Cash paid for interest                                                                                 $            —          $            —
   Debt converted to equity                                                                               $        325,000        $            —


                                    The accompanying notes are an integral part of these financial statements.

                                                                      F-23
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                                          ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              Notes to Consolidated Financial Statements
                                            For the six months ended June 30, 2012 (unaudited)
                                                     and year ended December 31, 2011

Organization and Basis of Presentation
OryonTechnologies, Inc. (“Oryon” or the “Company”) has only one direct subsidiary, OryonTechnologies, LLC, a Texas limited liability
company (“OTLLC”), that is the parent of three wholly-owned companies: OryonTechnologies Licensing, LLC (“OTLIC”),
OryonTechnologiesDevelopment, LLC (“OTD”), and OryonTechnologies International Pte. Ltd. (“OTI”). OTLIC and OTD are also Texas
limited liability companies. OTI is a Singapore-based corporation. Operations at OTI were suspended in May 2009 and OTI is inactive. OTI
originally owned 51% of Oryon-Asia Pacific Safety, Limited (“OAPS”), which was formed in December 2006 as a Hong Kong limited
company. During 2011, the 51% ownership was transferred to OTLLC. The other 49% of OAPS is owned by two non-affiliated individuals.
Operations of OAPS were suspended in February 2011 and OAPS is inactive. OTLLC is a developer of a patented electroluminescent (“EL”)
lighting technology, trademarked as Elastolite ® , which enables thin, flexible, crushable, water-resistant lighting systems to be incorporated
into multiple applications such as safety apparel, sporting goods, consumer goods and membrane switches, among others.

The accompanying unaudited financial statements of Oryon have been prepared in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). Because a precise determination of
many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of
estimates, which have been made using careful judgment. Actual results may vary from these estimates.

These financial statements have been prepared in accordance with GAAP applicable to a going concern, which assume that the Company will
be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from
carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and
classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2012, the Company had cash
of $468,420 but had not yet achieved profitable operations, has accumulated losses of $9,160,780 since its inception and expects to incur
further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going
concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to
obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the
near future. Since its inception, the Company has funded operations through short-term borrowings and equity investments in order to meet its
strategic objectives. The Company’s future operations are dependent upon external funding and its ability to execute its business plan, realize
sales and control expenses. Management believes that sufficient funding will be available from additional borrowings and equity placements to
meet its business objectives, including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no
assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon
terms favorable to the Company.

These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto filed with our
Current Report on Form 8-K, as amended, dated May 4, 2012. In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

                                                                      F-24
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                                         ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                             Notes to Consolidated Financial Statements
                                           For the six months ended June 30, 2012 (unaudited)
                                                    and year ended December 31, 2011

Corporate History and the Merger
The Company was incorporated under the laws of the State of Nevada on August 22, 2007 with the name “Eaglecrest Resources, Inc.” and
100,000,000 authorized common shares with a par value of $0.001. On August 6, 2010, the Company amended its Articles of Incorporation to
increase its number of authorized shares of common stock to 600,000,000 shares of common stock, par value of $0.006 per share. On
November 4, 2011, the Company amended its Articles of Incorporation to decrease the par value of its common stock from $0.006 to $0.001
per share. On November 25, 2011, the Company amended its Articles of Incorporation to change its name from “Eaglecrest Resources, Inc.” to
“Oryon Holdings, Inc.” On May 5, 2012, the Company amended its Articles of Incorporation to change its name from “Oryon Holdings, Inc.”
to “Oryon Technologies, Inc.”

The Company was organized for the purpose of acquiring and developing mineral properties. A mineral claim, with unknown reserves, was
acquired in August 2007, became impaired in January 2008 and was written off, and the Company had limited operations subsequently. The
Company never established the existence of a commercially minable ore deposit and therefore did not reach the exploration stage.

On October 24, 2011, the Company entered into a binding letter of intent (“LOI”) with OTLLC in connection with a proposed reverse
acquisition transaction (the “Merger”) between the Company and OTLLC whereby OTLLC agreed to merge with Oryon Merger Sub, LLC, a
Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), in exchange for the issuance to the members of
OTLLC of eight (8) shares of the Company’s common stock for each outstanding membership unit of OTLLC, which was equal to a total of
16,502,121 shares (assuming that none of OTLLC’s existing Series C Notes were converted before the closing of the Merger).

In accordance with the terms of the LOI, the terms and conditions of the Merger were thereafter set forth in a formal definitive agreement. To
that end, on March 9, 2012, the Company entered into an agreement and plan of merger by and between the Company, OTLLC and Merger
Sub (the “Merger Agreement”). Upon the closing of the Merger on May 4, 2012 (the “Closing Date”), OTLLC became a wholly-owned
subsidiary of the Company, the Company issued 16,502,121 shares of common stock to the members of OTLLC and the promissory notes
receivable from OTLLC became intercompany obligations within the corporate group (and have been cancelled).

As a result of the Merger, the OTLLC members acquired the majority of the Company’s issued and outstanding common stock, OTLLC
became our wholly-owned subsidiary, and the Company acquired the business and operations of OTLLC. In conjunction with the Merger,
OTLLC assumed no liabilities from the Company and all members of the Company’s executive management are from OTLLC. The Company
filed a Current Report on Form 8-K, as amended, dated May 4, 2012, describing the Merger and providing information concerning OTLLC.

The Merger was accounted for as a reverse-merger and recapitalization in accordance with GAAP. OTLLC is deemed to be the acquirer for
financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations that are
reflected in the historical financial statements prior to the Merger are those of OTLLC and are recorded at the historical cost basis

                                                                     F-25
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                                          ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              Notes to Consolidated Financial Statements
                                            For the six months ended June 30, 2012 (unaudited)
                                                     and year ended December 31, 2011

of OTLLC, and the consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and
OTLLC, historical operations of OTLLC and operations of the Company from the Closing Date. Membership units and the corresponding
capital amounts of OTLLC pre-Merger have been retroactively restated as shares of common stock reflecting the eight (8) to one exchange
ratio of the Merger. All references in the financial statements and notes thereto to equity securities and all equity related historical financial
measurements including weighted average shares outstanding, earnings per share, par value of common stock, additional paid in capital, option
exercise prices and warrant exercise prices have been retroactively restated to reflect the Merger exchange ratio.

The Company’s common stock is quoted on the OTCQB tier of the U.S. OTC Market under the symbol ORYN.

1.    Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The Company uses the accrual method of accounting and all amounts are denominated in United States dollars. The accounts for OTI, which
are maintained in Singapore dollars, have been converted from Singapore dollars to United States dollars at historical exchange rates.

All significant intercompany accounts and transactions have been eliminated in the consolidation. “Due to affiliates” represents amounts due to
entities that own equity or indebtedness of the Company or a subsidiary but that are not part of the consolidated company presented herein.

Revenue Recognition
The Company recognizes revenue from products when the goods are shipped pursuant to a customer’s purchase order. Revenue from royalties
is recorded in the period in which the sales of the underlying products are made. Revenue from license fees is recognized in the period in which
they are due and payable.

Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates that affect the
amounts reported in the consolidated financial statements and the accompanying notes. Accounting estimates and assumptions are those that
management considers to be the most critical to an understanding of the consolidated financial statements because they inherently involve
significant judgments and uncertainties. All of these estimates reflect management’s judgment about current economic and market conditions
and their effects based on information available as of the date of these consolidated financial statements. If such conditions persist longer or
deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in future
impairments of assets, among other effects.

Significant estimates include the carrying value of intangible assets and the value of equity instruments, including convertible notes, stock
options, warrants, and membership units issued in lieu of cash.

Cash and Cash Equivalents
Cash and cash equivalents consist of cash held in bank demand deposits. The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.

                                                                       F-26
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                                          ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              Notes to Consolidated Financial Statements
                                            For the six months ended June 30, 2012 (unaudited)
                                                     and year ended December 31, 2011

Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are accounted for at fair value, do not bear interest, and are short-term in nature. The Company maintains an allowance for
doubtful accounts for estimated losses resulting from the inability to collect on accounts receivable. Based on management’s assessment, the
Company provides for estimated uncollectible amounts through a charge to earnings and a credit to the valuation allowance. Balances that
remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a
credit to accounts receivable. The Company does not require collateral.

Concentrations of Credit Risk
Certain balance sheet items that potentially subject the Company to concentrations of credit risk are primarily accounts receivable.
Concentrations of credit risk with accounts receivable are generally mitigated by the size of the Company’s customers. The Company performs
ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts based upon the expected collectability of all
accounts receivable.

Inventory
Inventory is carried at the lower of cost or market. A physical inventory count is taken at the end of each calendar quarter and the accounting
records are adjusted to match the physical inventory.

Property and Equipment
Property, equipment, computer hardware and software, and leasehold improvements are carried at historical cost. Expenditures are capitalized
only if the cost of the individual asset exceeds $1,200 and the asset is expected to have a business use for greater than 12 months.

Depreciation is calculated on a straight line basis over the estimated useful life of the property acquired. Equipment and furniture is depreciated
over 60 months. Computer software and hardware is depreciated over 36 months. Leasehold improvements are amortized over the life of the
lease or the life of the improvement, whichever is shorter.

Inter-company transfers of assets are recorded at depreciated cost, with no change in estimated life or monthly depreciation.

Research and Development
The Company expenses all costs associated with the development of applications for the Company’s technology as the costs are incurred.

Intangible Assets
Amortization is computed based on the straight line method over the life of the patent, which is 180 months beginning with the month when the
patent is granted. The amortization is based on the historical cost of each individual patent. Costs incurred to renew or extend the terms of
patents are expensed as incurred.

The Company annually assesses whether the carrying value of its intangible assets exceeds their fair value and records an impairment loss
equal to any excess.

                                                                       F-27
Table of Contents

                                          ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              Notes to Consolidated Financial Statements
                                            For the six months ended June 30, 2012 (unaudited)
                                                     and year ended December 31, 2011

Income Taxes
OTI and OAPS are not consolidated into the Company for purposes of United States tax filings and computations. OTLLC, OTD and OTLIC
are limited liability companies and, as such, do not pay federal or state income taxes. Accordingly, no taxes have been accrued on the
Company’s records.

Stock-Based Compensation
The Company utilizes equity based awards as a form of compensation for employees, officers and managers. The Company records
compensation expense for all awards granted. After assessing alternative valuation models and amortization methods, the Company uses the
Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each grant. The
Company will reconsider use of this model if additional information becomes available in the future that indicates another model would be
more appropriate or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model.

Leases
The Company leases office facilities under a non-cancelable operating lease. The Company recognizes rent on a straight-line basis over the
lease term.

2.    Inventory
Inventory consists of the following:

                                                                                             June 30,         December 31,
                                                                                               2012              2011
                    Raw materials                                                         $ 83,956           $     73,501
                    Work in process                                                            —                      —
                    Finished goods                                                           1,631                  2,267
                        Total Inventory                                                   $ 85,587           $     75,768



3.    Property and Equipment
Property and equipment consist of the following:

                                                                                          June 30,            December 31,
                                                                                            2012                 2011
                    Leasehold improvements                                            $       7,279          $      7,279
                    Furniture and equipment                                                 191,765               184,965
                        Property and equipment, gross                                      199,044                192,244
                    Accumulated depreciation                                              (177,014 )             (164,418 )
                        Net property and equipment                                    $      22,030          $     27,826


Depreciation expense was $4,538 and $8,059 for the three month periods ended June 30, 2012 and 2011, respectively, and $12,596 and
$19,656 for the six month periods ended June 30, 2012 and 2011, respectively.

                                                                     F-28
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                                                ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                    Notes to Consolidated Financial Statements
                                                  For the six months ended June 30, 2012 (unaudited)
                                                           and year ended December 31, 2011

4.    Intangible Assets
As of June 30, 2012 and December 31, 2011, the Company’s only intangible assets consisted of patents with a gross carrying cost of $320,795
and accumulated amortization of $171,517 and $159,976, respectively. The remaining weighted average amortization period was 8.6 years at
December 31, 2011. The estimated aggregate amortization expense in each of the years ending December 31, 2012 through December 31,
2015, is $23,084 per year.

The balances as of June 30, 2012, including intangible assets and accumulated amortization, are detailed as follows:

                                                                         As of June 30, 2012
                                                              Amortization                 Gross Carrying                  Accumulated
      Finite-Lived Intangible Assets                          Period (Years)                  Amount                       Amortization              Net
      Patents                                                              15           $        320,795               $      (171,517 )          $ 149,278

The balances as of December 31, 2011, including intangible assets and accumulated amortization, are detailed as follows:

                                                                       As of December 31, 2011
                                                              Amortization                Gross Carrying                   Accumulated
      Finite-Lived Intangible Assets                          Period (Years)                 Amount                        Amortization              Net
      Patents                                                              15           $        320,795               $      (159,976 )          $ 160,819

Amortization expense for each of the six month periods ended June 30, 2012 and 2011 was $11,542.

5.    Other Long Term Assets
Other long term assets consist of the following:

                                                                                                          June 30,                 December 31,
                                                                                                            2012                      2011
                     Investment in subsidiaries                                                       $         100               $           100
                     Other receivables                                                                        4,135                         4,135
                     Security Deposits                                                                        6,597                         6,597
                     Licenses                                                                                10,000                        10,000
                           Total other assets                                                         $ 20,832                    $        20,832



6.    Deferred Compensation
Deferred compensation consists of the following:

                                                                                                            June 30,               December 31,
                                                                                                              2012                    2011
                     Deferred wages                                                                   $ 191,167                   $       140,833
                     Accrued taxes on deferred compensation                                              25,632                            25,632
                           Total deferred compensation                                                $ 216,799                   $       166,465


                                                                           F-29
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                                           ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                               Notes to Consolidated Financial Statements
                                             For the six months ended June 30, 2012 (unaudited)
                                                      and year ended December 31, 2011

Prior to August 31, 2011, the Company was obligated to issue membership units to certain senior level employees in lieu of cash wages in
connection with employment agreements with those employees. The employment agreements provided that the employees would receive
membership units in lieu of cash compensation until such time as the Company obtains sufficient capital (as defined in the agreements) to begin
paying their agreed-upon compensation in cash. The obligation for additional issuances was accrued each pay period and the Company was
obligated to issue the membership units at the beginning of each calendar quarter, provided that the employee was still employed by the
Company.

As of December 31, 2010, the Company was obligated to issue membership units in lieu of $99,094 in wages for the year ended December 31,
2010 on the first day of the subsequent quarter. Accordingly, a total of 99,094 membership units that were subsequently exchanged for 792,752
shares of common stock were issued on January 1, 2011 at a value of $0.125 per share.

Effective September 1, 2011, the agreements were revised to provide for the indefinite deferral of unpaid wages until sufficient external
funding was obtained.

7.    Other Short-Term Debt
Other short-term debt consists of the following:

                                                                                              June 30,          December 31,
                                                                                                2012               2011
                    Short-term notes, principal balance                                    $ 390,178           $    401,178
                    Promissory notes related to proposed merger                                  —                  325,000
                    Accrued interest on short-term notes                                      27,574                 13,646
                        Total short-term notes and interest                                $ 417,752           $    739,824


During the year ended December 31, 2011, OTLLC was unable to complete a financing deal with a private equity firm that had been expected
to provide OTLLC with adequate capital. To fund continuing operations at a reduced level of expenditures, OTLLC issued short-term notes to
several individuals. In addition, one vendor required that the outstanding accounts payable balance of $287,145 be converted to a promissory
note. Such note accrues interest at 10% annually and is payable upon demand.

In October 2011, OTLLC signed a binding letter of intent to negotiate a merger agreement with the Company. Through December 31, 2011, in
connection with the letter of intent, OTLLC issued promissory notes to the Company in the amount of $325,000 in connection with the advance
by the Company to OTLLC of $325,000. The funds for this advance were obtained by the Company pursuant to a private offering whereby for
each dollar invested, the investor(s) making such investment would be issued two (2) shares of common stock of the Company and a warrant to
purchase two (2) shares of common stock of the Company with an exercise price of $0.75 per share and a term of five (5) years. The proceeds
of the private offering through December 31, 2011, resulted in the obligation to issue 650,000 shares of common stock (along with warrants for
the purchase of an additional 650,000 shares of common stock at $0.75 per share).

During the three months ended March 31, 2012, OTLLC issued additional promissory notes to the Company in the amount of $200,000 in
connection with the advance by the Company to OTLLC of $200,000, for a total cumulative amount of $525,000 of promissory notes as of
March 31, 2012. In April 2012, OTLLC issued additional promissory notes to the Company in the amount of $200,000 in

                                                                      F-30
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                                            ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                Notes to Consolidated Financial Statements
                                              For the six months ended June 30, 2012 (unaudited)
                                                       and year ended December 31, 2011

connection with the advance by the Company to OTLLC of an additional $200,000, for a total cumulative amount of $725,000 of promissory
notes as of April 30, 2012, and the Closing Date. The funds for these advances were obtained by OTLLC pursuant to the private offering
described above. At the Closing Date and April 30, 2012, $725,000 was included on the Company’s balance sheet as notes receivable from
OTLLC. Subsequent to April 30, 2012, upon the closing of the Merger on May 4, 2012, all of the promissory notes receivable became
intercompany transactions within the consolidated corporate group and were cancelled.

The proceeds of the private offering between December 31, 2011 and the Closing Date resulted in the obligation to issue 800,000 shares of
common stock (along with warrants for the purchase of an additional 800,000 shares of common stock at $0.75 per share and a term of five
(5) years) in addition to the obligation to issue 650,000 shares of common stock (along with warrants for the purchase of an additional 650,000
shares of common stock at $0.75 per share) that existed at December 31, 2011. Of the resulting cumulative total of 1,450,000 shares that the
Company was obligated to issue pursuant to the private offering through April 30, 2012 and the Closing Date, 800,000 shares (along with the
warrants for the purchase of 800,000 additional shares at $0.75 per share and a term of five (5) years) were issued on March 12, 2012, so that as
of April 30, 2012 and the Closing Date, the net amount of 650,000 shares (along with warrants for the purchase of an additional 650,000 shares
at $0.75 per share) remained to be issued by the Company to fulfill subscriptions in an aggregate amount of $325,000.

8.    Other Current Liabilities
Other liabilities consisted of the following:

                                                                                                June 30,        December 31,
                                                                                                  2012             2011
                    Accrued legal expenses                                                  $     5,000        $        —
                    Accrued accounting expenses                                                  10,016              20,420
                    Accrued benefits and other                                                    3,656               4,340
                        Total other current liabilities                                     $ 18,672           $     24,760



9.    Notes Payable
The Company, through its wholly-owned subsidiary OTLLC, has three outstanding series of convertible notes (the Series C-1 notes, the Series
C-2 notes, and the Series C-3 notes, collectively the “Notes”) with a combined total principal obligation of $2,585,816 and $2,579,220 at
June 30, 2012 and December 31, 2011, respectively. Accrued interest on the Notes as of June 30, 2012 and December 31, 2011, were $204,195
and $139,727, respectively, resulting in a total obligation of $2,790,012 and $2,718,947 as of June 30, 2012 and December 31, 2011,
respectively. Each series of Notes is convertible under certain circumstances into the Company’s common stock at different conversion rates.
The holders of the Notes received detachable warrants to purchase common stock at $0.3125 per share in connection with their investment in
the Notes. In November 2010, OTLLC issued the Series C-1 notes as payoff of the previously outstanding Series A convertible notes and the
Series C-2 notes for the previously outstanding Series B convertible notes.

                                                                      F-31
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                                            ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                Notes to Consolidated Financial Statements
                                              For the six months ended June 30, 2012 (unaudited)
                                                       and year ended December 31, 2011

The following table shows the number of shares of common stock that would have been issued if all of the Notes were converted and the
related warrants were all exercised as of June 30, 2012:

                                                               As of June 30, 2012
                                                                                                                                         Shares Issued if
                                                                                                        Potential Shares                    Warrants
                                               Conversion            Principal and Interest             Issued if Notes                   Exercised@
      Convertible Debt                           Price                     Amounts                        Converted                         $0.3125
      Series C-1 Notes                        $   0.0625        $                 1,050,500                  16,808,000                        2,841,440
      Series C-2 Notes                        $   0.1875                          1,128,850                   6,020,533                        3,200,000
      Series C-3 Notes                        $   0.1500                            610,662                   4,071,080                        1,972,000
                                                                $                 2,790,012                  26,899,613                        8,013,440


The following table shows the number of shares of common stock that would have been issued if all of the Notes were converted and the
related warrants were all exercised as of December 31, 2011:

                                                             As of December 31, 2011
                                                                                                                                         Shares Issued if
                                                                                                        Potential Shares                    Warrants
                                               Conversion            Principal and Interest             Issued if Notes                   Exercised@
      Convertible Debt                           Price                     Amounts                        Converted                         $0.3125
      Series C-1 Notes                        $   0.0625        $                 1,026,265                  16,420,240                        2,841,440
      Series C-2 Notes                        $   0.1875                          1,102,807                   5,881,640                        3,200,000
      Series C-3 Notes                        $   0.1500                            589,875                   3,932,504                        1,972,000
                                                                $                 2,718,947                  26,234,384                        8,013,440


The Company has not included these share equivalents in earnings per share calculations as they are anti-dilutive.

Interest on the Notes accrues at the rate of 5% per annum, compounded annually, and is payable at the election of the Company on the last day
of each calendar quarter. Accrued but unpaid interest is added to the principal. Accrued and unpaid interest will be converted to shares of
common stock if the related Note principal is converted to common stock. The accrued and unpaid interest becomes payable on the maturity
date of December 31, 2012. If not converted or paid on the maturity date, then any accrued and unpaid interest on the Notes will be added to
the Note principal and the then outstanding principal balance will be payable in two equal annual installments on December 31, 2013 and
December 31, 2014, together with interest earned at the rate of 5% per annum, compounded annually, which interest shall be paid quarterly
commencing in the first quarter of 2013. The Notes are secured by substantially all assets of OTLLC.

Notes payable consist of the following:

                                                                                                  June 30,                     December 31,
                                                                                                    2012                          2011
                    Convertible notes (C-1, C-2 and C-3)                                      $   2,585,816                $     2,579,220
                    Debt discount - beneficial conversion feature                                  (767,448 )                     (867,273 )
                    Debt discount - warrant value                                                   (52,473 )                      (62,073 )
                         Net                                                                  $   1,765,895                $     1,649,874


                                                                          F-32
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                                          ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              Notes to Consolidated Financial Statements
                                            For the six months ended June 30, 2012 (unaudited)
                                                     and year ended December 31, 2011

The previously outstanding Series A convertible notes payable were determined to have an embedded beneficial conversion feature under the
provisions of FASB ASC 470-20, “ Debt with Conversion and Other Options ” based on the 2008 and 2009 issuances at market value of $2 per
share and an exercise price of $1.00 per share. In accordance with ASC 470-20, an embedded conversion feature present in a convertible
instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. A discount of $887,950 was recorded for Series A convertible note issuances during 2008 through 2009 and
amortization expense recognized in the amounts of $0 and $180,826 for the years ended December 31, 2011 and December 31, 2010,
respectively.

In November 2010, OTLLC extinguished previously issued Series A and Series B convertible notes and issued new Series C-1 and Series C-2
convertible notes to replace the Series A and Series B notes. As a result of this transaction, a gain on extinguishment of debt was recognized in
the amount of $264,676 under the provisions of ASC 470-50, “ Modifications and Extinguishments” .

The Series C-1 convertible notes, issued in exchange for the Series A convertible notes, were also determined to have an embedded beneficial
conversion feature under the provisions of ASC 470-20, “ Debt with Conversion and Other Options ” based on the November 2010 market
value of $1 per share and an exercise price of $.50 per share. In accordance with ASC 470-20, an embedded conversion feature present in a
convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that
feature to additional paid-in capital. A discount of $972,070 was recorded at November 2010 for the Series C-1 convertible note issuances and
amortization expense recognized in the amounts of $99,825 and $33,229 for the six month periods ended June 30, 2012 and 2011, respectively.
The unamortized discount balance as of June 30, 2012 and December 31, 2011 was $767,448 and $867,273, respectively.

10.   Leases
The Company’s only lease is for its office and production facility, consisting of approximately 9,957 square feet in a building located at 4251
Kellway Circle in Addison Texas. The Company is obligated to pay $6,597 per month through March 31, 2016. The Company began leasing
its current facilities in April 2010 under an operating lease that extends through March 2016.

In August 2011 the Company reached an agreement with the lessor to issue Series C-3 notes as payment for the July 2011 through January
2012 rent. The Company also agreed to issue an additional $30,000 Series C-3 convertible note in exchange for the lessor’s acceptance of such
agreement. This payment was amortized over the 7 months of rent paid by the note, increasing rent expense by $4,300 for the six month period
ended March 31, 2012.

Rent expense relating to the operating lease agreement was $19,791 for each of the three month periods ended June 30, 2011 and 2010, and
$43,882 and $39,582 for the six month periods ended June 30, 2012 and 2011, respectively.

                                                                      F-33
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                                             ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                 Notes to Consolidated Financial Statements
                                               For the six months ended June 30, 2012 (unaudited)
                                                        and year ended December 31, 2011

As of December 31, 2011, the future minimum payments required under all operating leases with terms in excess of one year are as follows:

                       For the year ending December 31,                                                         Amount
                       2012                                                                                 $     79,164
                       2013                                                                                       79,164
                       2014                                                                                       79,164
                       2015                                                                                       79,164
                       2016                                                                                       19,791
                                                                                                            $ 336,447


11.   Commitments and Contingencies
From time to time, the Company is engaged in various legal proceedings that are routine in nature and incidental to its business. At this time,
there are no legal proceedings to which the Company is a party nor, to management’s knowledge, are any material legal proceedings
contemplated.

As of June 30, 2012, a number of the Company’s employees were covered by employment agreements. In general, the employment agreements
contain non-compete provisions ranging from six months to one year following the term of the applicable agreement.

12.   Income Taxes
The Company has filed its tax returns as a corporation since inception. OTLLC is a limited liability company and, as such, does not pay income
taxes. Prior to the Merger, OTLLC filed separate tax returns for each subsidiary that is a limited liability company and provided the applicable
investors with appropriate personally individualized documentation. All returns for OTLLC, OTD and OTLIC are current through the 2011 tax
year. The partial year return for OTLLC for operations through the date of the Merger is expected to be completed on a timely basis.

OTI is taxed in Singapore. All returns for OTI are current through the 2011 tax year. OTI generated substantial tax losses during its existence
and therefore received a tax refund of $5,181 in 2011 for estimated taxes paid prior to 2009. No anticipated tax liability exists at June 30, 2012.

OAPS is taxed in Hong Kong. All returns for OAPS are current through the 2011 tax year. OAPS generated substantial tax losses during its
existence and no anticipated tax liability exists at June 30, 2012.

13.   Capital
The Company was incorporated under the laws of the State of Nevada on August 22, 2007 with 100,000,000 authorized common shares with a
par value of $0.001. On August 6, 2010, the Company effected a forward split of its shares of common stock on the basis of six new shares for
one existing share, and amended its Articles of Incorporation to increase its number of authorized shares of common stock to 600,000,000
shares of common stock, with a par value of $0.006 per share. On October 31, 2011, certain shareholders, including two executive officers,
surrendered, in aggregate, 30,000,000 shares of the Company’s common stock for cancellation. On November 17, 2011, an additional
1,000,000 shares were surrendered for cancellation. On November 4, 2011, the Board of Directors reduced the par value of the common shares
from $0.006 to $0.001 per share. As of December 31, 2011 and January 31, 2012, 29,000,000 post-split common shares were issued and
outstanding. The post-split common shares are shown as split from the date of inception. On April 19 and 30, 2012, certain shareholders
surrendered for cancellation, in aggregate, an additional 14,000,000 shares of the Company’s common stock, leaving the remaining number of
15,000,000 post-split common shares.

                                                                       F-34
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                                         ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                             Notes to Consolidated Financial Statements
                                           For the six months ended June 30, 2012 (unaudited)
                                                    and year ended December 31, 2011

During the year ended December 31, 2011, the Company entered into subscription agreements for units of the Company, at $0.50 per unit. The
subscription agreements were in connection with the financing agreement (the “Financing Agreement”) that the Company signed on
November 2, 2011, with Maxum Overseas Fund (“Maxum”) under which Maxum agreed to: (i) invest $100,000 in the common equity of the
Company and (ii) either invest an additional amount up to $1,900,000 in the common equity of the Company or assist the Company in securing
all or a portion of such $1,900,000 investment from alternate sources. Under the terms of the Financing Agreement, for each dollar invested,
the investor(s) making such investment will be issued two (2) shares of common stock of the Company and a warrant to purchase two
(2) shares of common stock of the Company with an exercise price of $0.75 per share and a term of five (5) years.

At both December 31, 2011 and January 31, 2012, the Company had received $325,000 for subscriptions representing the obligation to issue
650,000 shares (along with warrants having the right to purchase an additional 650,000 shares, each with an exercise price of $0.75 per share
and a term of five years).

During the three months ended March 31, 2012, the Company received an additional $200,000 in subscriptions pursuant to the Financing
Agreement representing the obligation to issue 400,000 shares (along with warrants having the right to purchase an additional 400,000 shares,
each with an exercise price of $0.75 per share and a term of five years). In April 2012, the Company received an additional $200,000 in
subscriptions pursuant to the Financing Agreement representing the obligation to issue an additional 400,000 shares (along with warrants
having the right to purchase an additional 400,000 shares, each with an exercise price of $0.75 per share and a term of five years). The
cumulative result of the subscriptions through April 30, 2012 and the Closing Date was the obligation to issue 1,450,000 shares (650,000 for
subscriptions prior to December 31, 2011 plus 800,000 for subscriptions between January 1 and April 30, 2012) along with warrants having a
five (5) year term to purchase 1,450,000 shares at $0.75 per share. On March 12, 2012, the Company fulfilled subscription agreements in the
aggregate amount of $400,000 resulting in the issuance of 800,000 shares of common stock (along with warrants having a five (5) year term to
purchase an additional 800,000 shares at $0.75 per share). As a result, as of April 30, 2012, the Company had the remaining obligation to fulfill
$325,000 in subscriptions to issue the 650,000 shares (along with warrants having the right to purchase an additional 650,000 shares, each with
an exercise price of $0.75 per share and a five (5) year term). Using the Black-Scholes stock price valuation model, $90,535 of the $400,000
proceeds related to the issued equity securities was allocated to the issuance of the warrants to purchase 800,000 shares.

On May 10, 2012 and May 15, 2012, the Company received a total of $775,000 from subscriptions resulting in the obligation to issue an
aggregate of an additional 1,550,000 shares of common stock (along with warrants having the right to purchase 1,550,000 additional common
shares, each with an exercise price of at $0.75 per share).

On March 19, 2012, the Company amended its Articles of Incorporation to authorize 50,000,000 shares of preferred stock, par value $0.001 per
share. The Company’s shareholders approved the Restated Articles at a special meeting of shareholders held on March 19, 2012. No preferred
stock has been subscribed for or issued as of the date hereof.

                                                                      F-35
Table of Contents

                                          ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              Notes to Consolidated Financial Statements
                                            For the six months ended June 30, 2012 (unaudited)
                                                     and year ended December 31, 2011

During the three month period ended March 31, 2011, membership units that were subsequently exchanged for 792,752 shares of common
stock were issued in lieu of cash payments under employment agreements as described in note 6 and valued at $0.125 per share. In addition
during the three month period ended March 31, 2011, membership units subsequently exchanged for 105,304 shares of common stock were
issued in lieu of cash payment for other liabilities, also valued at $0.125 per share. During the three month period ended June 30, 2011,
membership units that were subsequently exchanged for 80,000 shares of common stock based on a valuation of $0.125 per share were issued
in lieu of cash in connection with the termination of a consulting agreement.

At April 30, 2012, 15,800,000 shares of common stock were issued and outstanding, consisting of the 15,000,000 post-split common shares
plus the 800,000 shares issued in the fulfillment of the $400,000 in subscriptions on March 12, 2012. At the Closing of the Merger on May 4,
2012, the Company issued 16,502,121 additional common shares to the former OTLLC members.

In June 2012, an additional 2,200,000 shares were issued in the fulfillment of the $1,100,000 in the remaining subscriptions received but not
yet fulfilled, resulting in a total of 34,502,121 common shares outstanding as of the date of this filing.

14.   Equity Options and Warrants
OTLLC adopted the 2004 Unit Option Plan under which officers, employees, advisors and managers could be awarded membership unit option
grants. Under the 2004 Unit Option Plan, OTLLC’s board could fix the term and vesting schedule of each option. Vested options generally
could remain exercisable for up to three months after a participant’s termination of service or up to 12 months after a participant’s death or
disability. Typically, the exercise price of a nonqualified option must not be less than the fair market value of the units on the grant date. The
exercise price of each unit option granted under the 2004 Plan must be paid in cash when the option is exercised. Generally, options are not
transferable except by will or the laws of descent and distribution.

In connection with the Merger, the Company’s Board of Directors adopted the 2012 Equity Incentive Plan, previously filed as Exhibit 99.1 to
the Company’s Current Report on Form 8-K filed on March 21, 2012. In connection with the Merger, each currently outstanding option to
purchase an OTLLC unit was converted into an option to purchase eight (8) shares of the Company’s common stock under the Company’s
2012 Equity Incentive Plan. Immediately prior to Closing, there were 345,388 options to purchase OTLLC units outstanding. This resulted in
the issuance of options to purchase 2,763,104 shares of the Company’s common stock at prices ranging from $0.13 per share to $0.63 per
share.

On May 4, 2012, the date of the closing of the Merger, all (except 400,000) of the unvested options became fully vested since the Merger was a
“change of control” as defined in the 2004 Unit Option Plan. As a result, there are currently 2,363,104 fully vested options outstanding at an
average exercise price of $0.18 per share and 400,000 unvested options outstanding with an exercise price of $0.125 per share.

Stock Options
The Company used the modified Black-Scholes model to estimate the fair value of employee options on the date of grant utilizing the
assumptions noted below. The risk-free rate is based on the U.S. Treasury

                                                                      F-36
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                                           ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                               Notes to Consolidated Financial Statements
                                             For the six months ended June 30, 2012 (unaudited)
                                                      and year ended December 31, 2011

bill yield curve in effect at the time of grant for the expected term of the option. The expected term of options granted represents the period of
time that the options are expected to be outstanding. Expected volatilities are based on historical volatilities of selected technology stock
mutual funds. The dividend yield was zero since the Company will not be paying dividends for the foreseeable future.

                       Range of risk-free interest rates                                                          1.62% - 3.19%
                       Expected term of options in years                                                          5.839 – 6.5058
                       Range of expected volatility                                                              34.74% – 38.42%

A summary of option activity for the years ended December 31, 2011 and 2010 follows:

                                                                                        For the year ended December 31,
                                                                          2011                                                   2010
                                                                                       Weighted                                               Weighted
                                                                                       Average                                                Average
                                                            Shares                   Exercise Price                Shares                   Exercise Price
      Outstanding at the beginning of the year              2,803,104            $            0.209                1,533,304            $            0.245
      Granted                                                     —              $              —                  2,160,000            $            0.226
      Exercised                                                   —              $              —                        —              $              —
      Forfeited and expired                                  (440,000 )          $            0.324                 (890,200 )          $            0.311
      Outstanding at the end of the year                    2,363,104            $            0.188                2,803,104            $            0.209

      Exercisable at the end of the year                    1,153,104            $            0.225                  761,104            $            0.272

The Company recognized total compensation expense related to the stock options of $73,072 and $5,210 during the three month periods ended
June 30, 2012 and 2011, respectively, and $79,179 and $10,838 for the six month periods ended June 30, 2012 and 2011, respectively. The
acceleration of the vesting of unvested options as a result of the change in control that occurred on the closing of the Merger on May 4, 2012,
significantly increased the option compensation expense in the first half of 2012. Compensation expense is included in selling, general and
administrative expenses in the consolidated statement of operations. Total unrecognized compensation expense related to unvested unit options
was $33,710 and $55,176 at December 31, 2011 and 2010, respectively.

During the six month period ended June 30, 2012, options for 400,000 shares, exercisable at $0.125 per share, with 25% annual vesting, were
granted. No options were granted during 2011. The weighted average grant date fair value of share options granted during 2010 was $0.226.

                                                                        F-37
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                                               ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   Notes to Consolidated Financial Statements
                                                 For the six months ended June 30, 2012 (unaudited)
                                                          and year ended December 31, 2011

Common stock options outstanding and exercisable at December 31, 2011 were as follows:

                                                             For the year ended December 31, 2011
                                                                                   Options Outstanding                         Options Exercisable
                                                                                                   Weighted Average
                                                                         Number                   Years of Remaining
                             Exercise Prices                           Outstanding                  Contractual Life           Number Outstanding
            $0.125                                                      1,623,104                                  8.59                        583,104
            $0.25                                                         240,000                                  7.07                        160,000
            $0.325                                                        340,000                                  2.38                        340,000
            $0.375                                                        120,000                                  8.67                         30,000
            $0.625                                                         40,000                                  3.48                         40,000
            Total                                                       2,363,104                                                        1,153,104


Common stock options outstanding and exercisable at December 31, 2010 were as follows:

                                                             For the year ended December 31, 2010
                                                                                 Options Outstanding                           Options Exercisable
                                                                                                  Weighted Average
                                                                       Number                    Years of Remaining
                            Exercise Prices                          Outstanding                   Contractual Life            Number Outstanding
            $0.125                                                     1,623,104                               9.53                            213,104
            $0.25                                                        240,000                               8.01                            120,000
            $0.3125                                                      360,000                               9.62                             48,000
            $0.325                                                       340,000                               3.32                            340,000
            $0.375                                                       200,000                               9.37                                —
            $0.625                                                        40,000                               4.42                             40,000
            Total                                                      2,803,104                                                               761,104


The stock options outstanding and exercisable at December 31, 2011 and 2010 had an aggregate intrinsic value of zero as the aggregate
exercise price was greater than the aggregate market value. No options were exercised during 2011 or 2010.

The Company has not included these common stock equivalents in earnings per share calculations as they are anti-dilutive.

Warrants
On March 12, 2012, as discussed in note 13 above, the Company fulfilled subscriptions for the issuance of 800,000 shares along with warrants
having the right to purchase 800,000 shares of common stock at $0.75 per share, expiring in 5 years from the date of issuance. On June 29,
2012, the Company fulfilled subscriptions for the issuance of 2,200,000 shares along with warrants having the right to purchase 2,200,000
shares of common stock at $0.75 per share, expiring in 5 years from the date of issuance. Therefore, shares that may potentially be issued upon
the exercise of warrants as a result of subscriptions received by the Company through June 30, 2012 are as follows:

                                                                                                     Number of
                                                                                                       shares                   Weighted
                                                                                                     potentially                 average
                                                                                                      issuable                exercise price
                    Balance, December 31, 2011                                                                 —          $               —

                    Issued in fulfillment of subscriptions                                             3,000,000                         0.75
                    Exercised                                                                                —                            —
                    Balance, June 30, 2012                                                             3,000,000          $              0.75
F-38
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                                           ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                               Notes to Consolidated Financial Statements
                                             For the six months ended June 30, 2012 (unaudited)
                                                      and year ended December 31, 2011

When subscriptions are fulfilled by the Company, the warrants related to each individual subscription are dated as of the date the subscription
funds were received by the Company, regardless of the date on which the obligation is ultimately fulfilled. Therefore, all warrants have a term
of five years from date the subscription funds were received.

At June 30, 2012, the remaining number of years to expiration and the weighted average term to expiration for the 3,000,000 outstanding
warrants related to subscriptions that had been fulfilled through that date were as follows:

                                                                                               Remaining
                                                                        Number of                years to
                                                                          shares              expiration and
                                                                        potentially             weighted                     Fair Value of
                               Expiration Date                           issuable                average                       Warrants
                            October 26, 2016                               200,000                       4.33           $          22,958
                           November 1, 2016                                 50,000                       4.34                       5,630
                           December 4, 2016                                200,000                       4.43                      22,575
                           December 27, 2016                               200,000                       4.50                      22,547
                           February 13, 2017                                50,000                       4.63                       5,601
                           February 27, 2017                               100,000                       4.67                      11,224
                            March 12, 2017                                 250,000                       4.70                      28,201
                             April 4, 2017                                 150,000                       4.76                      17,059
                             April 22, 2017                                250,000                       4.81                      28,095
                              May 9, 2017                                  500,000                       4.86                      55,874
                             May 14, 2017                                1,050,000                       4.87                     117,039
                                                                         3,000,000                       4.74           $         336,802


Using the Black-Scholes stock price valuation model, $336,802 of the $1,500,000 proceeds related to the fulfillment of the subscriptions during
the six months ended June 30, 2012, has been allocated to the warrants to purchase 3,000,000 shares. The following assumptions were used for
the Black-Scholes valuation of the warrants issued:

                                                                                                                Assumption
                       Dividend rate                                                                            0%
                       Annualized volatility                                                                  39.00%
                       Risk free interest rate                                                             0.73% - 1.20%
                       Expected life of warrants (years)                                                       5.00

                                                                     F-39
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                                          ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              Notes to Consolidated Financial Statements
                                            For the six months ended June 30, 2012 (unaudited)
                                                     and year ended December 31, 2011

At both June 30, 2012 and December 31, 2011, the Company had issued warrants for 8,013,440 shares of common stock to the holders of the
Notes (see note 9) and additional warrants for 107,672 shares of common stock to other individuals for a total of 8,121,112 warrants
outstanding. Of the warrants outstanding, 42,672 were issued in 2009, exercisable at $0.375 per share and had a weighted average grant date
fair value of $0.009. In 2010, 7,768,440 warrants were issued, exercisable at $0.3125 per share, having a weighted average grant date fair value
of $0.010. The remaining 310,000 warrants were issued in 2011, also exercisable at $0.3125 per share, having a weighted average grant date
fair value of $0.008. The Company uses the modified Black-Scholes model to estimate the fair value of warrants on the date of issuance. Under
the provisions of FASB ASC 470-20-25, the Company allocated the fair value of the warrants at issuance and recorded debt discount and
additional paid in capital in the amounts of $0 and $762 for the three month periods ended June 30, 2012 and 2011, respectively, and $0 and
$2,812 for the six month periods ended June 30, 2012 and 2011, respectively. Noncash interest expense reflecting the amortization of debt
discount related to the warrant issuances of $9,599 and $9,033 was recorded for the six month periods ended June 30, 2012 and 2011,
respectively.

The Company has not included these common stock equivalents in earnings per share calculations as they are anti-dilutive.

15.   Benefit Plans
The Company established a 401(k) Plan (the “Plan”) for eligible employees of the Company. Generally, all employees of the Company who are
at least twenty-one years of age and who have completed one-half year of service are eligible to participate in the Plan. The Plan is a defined
contribution plan that provides that participants may make voluntary salary deferral contributions, on a pretax basis, between 1% and 15% of
their compensation in the form of voluntary payroll deductions, up to a maximum amount as indexed for cost of living adjustments. The
Company may make discretionary contributions. In 2011 the Company made contributions of $833 and paid $2,775 in maintenance fees.

16.   Going Concern
The Company has accumulated losses from inception through June 30, 2012 of $9,160,780, has minimal assets, and has negative working
capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These factors may have potential
adverse effects on the Company including the ceasing of operations.

On May 4, 2012, the Company completed the Merger with a publicly-traded company. See note 13 above. The Merger is expected to enable
the Company to obtain substantial additional equity capital to finance the Company’s operations through at least 2012, although such funding is
not guaranteed. If capital raising efforts are unsuccessful, discontinuance of operations is possible. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

17.   Related Party Transactions
At April 30, 2012, and January 31, 2012, advances in the amount of $105,505 were due to former officers and directors of the Company. These
advances were non-interest bearing and payable on demand. In connection with the Closing of the Merger on May 4, 2012, these obligations
were forgiven by the former officers and directors of the Company. In addition, under the terms of the Merger, the former officers and directors
of the Company were responsible for personally settling all outstanding accounts payable and accrued liabilities as shown on the Company’s
April 30, 2012, balance sheet in the total amount of $54,434 and any additional costs incurred up to the date of their resignations.

                                                                      F-40
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                                        ORYON TECHNOLOGIES, INC. AND SUBSIDIARIES
                                            Notes to Consolidated Financial Statements
                                          For the six months ended June 30, 2012 (unaudited)
                                                   and year ended December 31, 2011

18.   Subsequent Events
The Company has evaluated subsequent events that occurred after June 30, 2012 through August 9, 2012, the date this report was available to
be issued. Any material subsequent events that occurred during that time period have been properly recognized or disclosed in the Company’s
financial statements.

On July 23, 2012, the Company received an additional $250,000 in cash in connection with subscriptions pursuant to the Financing Agreement,
representing the obligation to issue 500,000 shares of common stock (along with warrants having the right to purchase an additional 500,000
shares, each with an exercise price of $0.75 per share and a term of five years).


                                                                    F-41
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                                        PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution
The following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting discounts and commissions)
payable by us in connection with the registration of the common stock offered hereby. With the exception of the SEC Registration Fee, the
amounts set forth below are estimates. The selling shareholders will not bear any portion of such expenses.

                        SEC Registration Fee                                                                $       709.52
                        Accountants’ fees and expenses                                                            5,000.00
                        Legal fees and expenses                                                                  12,000.00
                        Printing and engraving expenses                                                           5,000.00
                        Miscellaneous                                                                             1,000.00
                             Total                                                                          $    23,709.52


Item 14. Indemnification of Directors and Officers
Nevada Law
Section 78.7502 of the Nevada Revised Statutes (“NRS”) permits a corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or proceeding if he:
      (a)    is not liable pursuant to Nevada Revised Statute 78.138, or
      (b)    acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
             and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:
      (a)    is not liable pursuant to Nevada Revised Statute 78.138; or
      (b)    acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses,
including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements
on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his
status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

                                                                         II-1
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Other financial arrangements made by the corporation pursuant to Section 78.752 may include the following:
      (a)    the creation of a trust fund;
      (b)    the establishment of a program of self-insurance;
      (c)    the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and
      (d)    the establishment of a letter of credit, guaranty or surety

No financial arrangement made pursuant to Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the
advancement of expenses or indemnification ordered by a court.

Any discretionary indemnification pursuant to Section 78.7502, unless ordered by a court or advanced pursuant to an undertaking to repay the
amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the
corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is
proper in the circumstances. The determination must be made:
      (a)    by the shareholders;
      (b)    by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or
             proceeding;
      (c)    if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by
             independent legal counsel in a written opinion, or
      (d)    if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal
             counsel in a written opinion.

Charter Provisions and Other Arrangements of the Registrant
Pursuant to the provisions of Nevada Revised Statutes, the Registrant has adopted the following indemnification provisions in its Articles of
Incorporation for its directors and officers:

No person who is or was a director or officer of the Company shall be personally liable to the Company or any of its shareholders for monetary
damages for an act or omission in such person’s capacity as a director or officer of the Company, except to the extent such limitation or
elimination of liability is not permitted by applicable law, as the same exists or hereafter may be changed. If applicable law is hereafter
changed to authorize corporate action further limiting or eliminating the liability of directors or officers, then the liability of a director or officer
to the Company or its shareholders shall be limited or eliminated to the fullest extent permitted by applicable law, as so changed.

Pursuant to the provisions of Nevada Revised Statutes, the Registrant has adopted the following indemnification provisions in its Bylaws for its
directors and officers:

Each person who was or is a respondent or defendant or is threatened to be made a respondent or defendant, or testifies or otherwise
participates, in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, any appeal in such an action, suit or proceeding, or any inquiry or investigation that could lead to such an action, suit, or
proceeding (any of the foregoing hereinafter

                                                                           II-2
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called a “proceeding”), whether or not by or in the right of the Company, because such person is or was a director of the Company or, while a
director of the Company, is or was serving at the request of the Company as a director, officer, manager, partner, member, venturer, proprietor,
trustee, employee, administrator, agent or similar functionary (a “representative”) of another foreign or domestic corporation, limited or general
partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association,
bank, insurance company, credit union, association, proprietorship, trust, employee benefit plan, other enterprise or other organization (each, an
“organization”) (hereinafter a “Covered Director”) shall be indemnified by the Company to the fullest extent authorized or permitted by
applicable law, as the same exists or may hereafter be changed, against all judgments (including arbitration awards), court costs, penalties,
excise and similar taxes, fines, settlements, reasonable attorneys’ fees and other reasonable expenses (all of the foregoing hereinafter referred to
as “expenses”) actually incurred by such person in connection with such proceeding and such right to indemnification shall continue as to a
person who has ceased to be a director or representative and shall inure to the benefit of such person’s heirs, executors and administrators. It is
expressly acknowledged that the indemnification provided in the Bylaws for directors could involve indemnification for negligence or under
theories of strict liability.

In addition, the Company shall indemnify each person who was or is a respondent or defendant or threatened to be made a respondent or
defendant, or testifies or otherwise participates, in any proceeding, whether or not by or in the right of the Company, because such person is or
was an officer of the Company or, while an officer of the Company, is or was serving at the request of the Company as a representative of
another organization (hereinafter a “Covered Officer” and together with a Covered Director, a “Covered Person”), to the same extent that the
Corporation may indemnify and advance expenses to a director of the Corporation under the NRS, and such right to indemnification shall
continue as to a person who has ceased to be an officer or representative and shall inure to the benefit of such officer’s or representative’s heirs,
executors and administrators.

Item 15. Recent Sales of Unregistered Securities
In connection with the Merger, on the Closing Date, we issued a total of 16,502,121 shares of our common stock to the Oryon Members.

Warrants for 8,121,112 shares of common stock, with an exercise price of $0.3125 per share were issued as of the Closing in exchange for all
Oryon warrants outstanding immediately prior to the Closing.

In addition, as of October 3, 2012 there were outstanding Series A Warrants with the right to purchase 4,133,335 shares of Company common
stock, each with a current exercise price of $0.50 per share, related to the $2,000,000 of the financing as contemplated in the Merger
Agreement that was completed as of August 31, 2012.

In connection with the Merger, each outstanding option to purchase an Oryon membership unit will be exchanged for an option to purchase
eight (8) shares of the Company’s common stock under the Company’s 2012 Equity Incentive Plan. Immediately prior to Closing, there were
345,388 options to purchase Oryon membership units outstanding. This is result in the issuance of options to purchase 2,763,104 shares of the
Company’s common stock at prices ranging from $0.125 per share to $0.625 per share.

On August 31, 2012, we received the last installment of the $2.0 million in proceeds required to cause the automatic conversion of our Series C
Notes, resulting in the issuance of 27,111,248 shares.

The issuance of the common stock, warrants, and options to the Oryon Members and Oryon Note Holders pursuant to the Merger Agreement,
and the issuance of Series A Warrants, was exempt from registration in reliance upon Regulation D and/or Regulation S of the Securities Act as
the investors are “accredited investors,” as such term is defined in Rule 501(a) under the Securities Act and in offshore transactions (as defined
in Rule 902 under Regulation S of the Securities Act), such determination based upon representations made by such investors.

                                                                        II-3
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Item 16. Exhibits And Financial Statement Schedules
(a) Exhibits

 2.1                Agreement & Plan of Merger dated March 9, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K
                    filed on March 14, 2012)
 3.1(a)             Articles of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 30,
                    2008, Registration No. 333-151269).
 3.1(b)             Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on
                    August 9, 2010).
 3.1(c)             Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on
                    November 28, 2011).
 3.1(d)             Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed
                    on December 21, 2011).
 3.1(e)             Amended & Restated Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K
                    filed on March 21, 2012)
 3.2(a)             Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 30, 2008,
                    Registration No. 333-151269).
 3.2(b)             Amended & Restated Bylaws (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 7,
                    2012)
 4.1                Form of Common Stock Certificate (previously filed with Amendment No. 1 to this Registration Statement on Form S-1 filed
                    on October 4, 2012)
 5.1                Opinion of Looper Reed & McGraw PC as to the legality of the securities being registered*
10.1                Form of Series A Warrant (incorporated by reference to Exhibit B-2 to the Agreement & Plan of Merger dated March 9, 2012
                    filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 14, 2012)
10.2                Form of Series C Warrant (incorporated by reference to Exhibit B-1 to the Agreement & Plan of Merger dated March 9, 2012
                    filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 14, 2012)
10.3                Form of Securities Purchase Agreement and Warrant (incorporated by reference to the Registrant’s Current Report on Form
                    8-K filed on March 7, 2012)
10.4                Commercial Lease Agreement by and between 4257 Kellway General Partnership and OryonTechnologies, LLC dated April
                    1, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 7, 2012)
10.5                Form of OryonTechnologies, LLC Series C-1 Convertible Note (incorporated by reference to the Registrant’s Current Report
                    on Form 8-K filed on March 7, 2012)
10.6                Form of OryonTechnologies, LLC Series C-2 Convertible Note (incorporated by reference to the Registrant’s Current Report
                    on Form 8-K filed on March 7, 2012)
10.7                Form of OryonTechnologies, LLC Series C-3 Convertible Note (incorporated by reference to the Registrant’s Current Report
                    on Form 8-K filed on March 7, 2012)
10.8                Form of Indemnification Agreement for Directors of Oryon Holdings, Inc. (incorporated by reference to Exhibit G-1 to the
                    Agreement & Plan of Merger dated March 9, 2012 filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed
                    on March 14, 2012)
10.9                Resignation and Release - Rizalyn Cabrillas (incorporated by reference to the Registrant’s Current Report on Form 8-K filed
                    on March 7, 2012)
10.10               Resignation and Release - Crystal Coranes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed
                    on March 7, 2012)
10.11               Employment Agreement effective as of September 6, 2012 by and between Oryon Technologies, Inc. and
                    Thomas P. Schaeffer (incorporated by reference to Company’s Current Report on Form 8-K filed on September 12, 2012**
16.1                Letter of Madsen & Associates CPA’s Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed
                    on March 7, 2012)
21              List of Subsidiaries (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 7, 2012)
23.1            Consent of Montgomery Coscia Greilich LLP*
23.2            Consent of Looper Reed & McGraw (included as part of Exhibit 5.1 hereto)*
24.1            Power of Attorney (included on the signature page of the initial filing of this Registration Statement)
101.INS         XBRL Instance Document***
101.SCH         XBRL Taxonomy Extension Schema Document***
101.CAL         XBRL Taxonomy Extension Calculation Linkbase Document***
101.LAB         XBRL Taxonomy Extension Label Linkbase Document***
101.PRE         XBRL Taxonomy Extension Presentation Linkbase Document***
101.DEF         XBRL Taxonomy Extension Definition Linkbase Document***

*   Filed herewith
** Management contract
*** Previously filed with Amendment No. 1 to this Registration Statement on Form S-1 filed on October 4, 2012

                                                                      II-4
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ITEM 17. Undertakings
The undersigned registrant hereby undertakes:
      (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
                    (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
                  (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
            set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
            the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and
            of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
            424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
            offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
                  (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration
            statement or any material change to such information in this registration statement.
          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time to be
      deemed the initial bona fide offering thereof.
            (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
      at the termination of the offering.
             (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser each prospectus filed pursuant to
      Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other
      than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it
      is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the
      registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
      prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede
      or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
      any such document immediately prior to such date of first use.

             (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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                                                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Addison, and the State of Texas, on October 11, 2012.

                                                                                       ORYON TECHNOLOGIES, INC.

                                                                                       By: /s/ Thomas P. Schaeffer
                                                                                           Thomas P. Schaeffer
                                                                                           President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.

Name                                                    Title                                                               Date


/s/ Thomas P. Schaeffer                                 Chairman of the Board, President and
Thomas P. Schaeffer                                     Chief Executive Officer                                             October 11, 2012
                                                        (Principal Executive Officer)

/s/ Mark E. Pape                                        Chief Financial Officer
Mark E. Pape                                            (Principal Financial Officer and Principal                          October 11, 2012
                                                        Accounting Officer), Secretary and Director

*
                                                        Director                                                            October 11, 2012
Jon S. Ross

*
                                                        Director                                                            October 11, 2012
Richard K. Hoesterey

*
                                                        Director                                                            October 11, 2012
Larry L. Sears


*By:       /s/ Thomas P. Schaeffer
Name:      Thomas P. Schaeffer
Title:     Attorney-in-Fact

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INDEX TO EXHIBITS

 2.1                Agreement & Plan of Merger dated March 9, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K
                    filed on March 14, 2012)
 3.1(a)             Articles of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 30,
                    2008, Registration No. 333-151269).
 3.1(b)             Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on
                    August 9, 2010).
 3.1(c)             Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on
                    November 28, 2011).
 3.1(d)             Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed
                    on December 21, 2011).
 3.1(e)             Amended & Restated Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K
                    filed on March 21, 2012)
 3.2(a)             Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 30, 2008,
                    Registration No. 333-151269).
 3.2(b)             Amended & Restated Bylaws (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 7,
                    2012)
 4.1                Form of Common Stock Certificate (previously filed with Amendment No. 1 to this Registration Statement on Form S-1 filed
                    on October 4, 2012)
 5.1                Opinion of Looper Reed & McGraw PC as to the legality of the securities being registered*
10.1                Form of Series A Warrant (incorporated by reference to Exhibit B-2 to the Agreement & Plan of Merger dated March 9, 2012
                    filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 14, 2012)
10.2                Form of Series C Warrant (incorporated by reference to Exhibit B-1 to the Agreement & Plan of Merger dated March 9, 2012
                    filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 14, 2012)
10.3                Form of Securities Purchase Agreement and Warrant (incorporated by reference to the Registrant’s Current Report on Form
                    8-K filed on March 7, 2012)
10.4                Commercial Lease Agreement by and between 4257 Kellway General Partnership and OryonTechnologies, LLC dated April
                    1, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 7, 2012)
10.5                Form of OryonTechnologies, LLC Series C-1 Convertible Note (incorporated by reference to the Registrant’s Current Report
                    on Form 8-K filed on March 7, 2012)
10.6                Form of OryonTechnologies, LLC Series C-2 Convertible Note (incorporated by reference to the Registrant’s Current Report
                    on Form 8-K filed on March 7, 2012)
10.7                Form of OryonTechnologies, LLC Series C-3 Convertible Note (incorporated by reference to the Registrant’s Current Report
                    on Form 8-K filed on March 7, 2012)
10.8                Form of Indemnification Agreement for Directors of Oryon Holdings, Inc. (incorporated by reference to Exhibit G-1 to the
                    Agreement & Plan of Merger dated March 9, 2012 filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed
                    on March 14, 2012)
10.9                Resignation and Release - Rizalyn Cabrillas (incorporated by reference to the Registrant’s Current Report on Form 8-K filed
                    on March 7, 2012)
10.10               Resignation and Release - Crystal Coranes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed
                    on March 7, 2012)
10.11               Employment Agreement effective as of September 6, 2012 by and between Oryon Technologies, Inc. and
                    Thomas P. Schaeffer (incorporated by reference to Company’s Current Report on Form 8-K filed on September 12, 2012**
16.1                Letter of Madsen & Associates CPA’s Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed
                    on March 7, 2012)
21                  List of Subsidiaries (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 7, 2012)
23.1            Consent of Montgomery Coscia Greilich LLP*
23.2            Consent of Looper Reed & McGraw (included as part of Exhibit 5.1 hereto)*
24.1            Power of Attorney (included on the signature page of the initial filing of this Registration Statement)
101.INS         XBRL Instance Document***
101.SCH         XBRL Taxonomy Extension Schema Document***
101.CAL         XBRL Taxonomy Extension Calculation Linkbase Document***
101.LAB         XBRL Taxonomy Extension Label Linkbase Document***
101.PRE         XBRL Taxonomy Extension Presentation Linkbase Document***
101.DEF         XBRL Taxonomy Extension Definition Linkbase Document***

*   Filed herewith
** Management contract
*** Previously filed with Amendment No. 1 to this Registration Statement on Form S-1 filed on October 4, 2012
                                                                                                                                        Exhibit 5.1

                                              OPINION OF LOOPER REED & MCGRAW PC

October 11, 2012

Oryon Technologies, Inc.
4251 Kellway Circle
Addison, Texas 75001

Ladies and Gentlemen:

We have acted as counsel to Oryon Technologies, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of
a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) for
the registration under the Securities Act of 1933, as amended (the “Act”), of the proposed issuance and sale, from time to time, by the selling
shareholders referenced therein of 4,043,200 shares of common stock, $0.001 par value (the “Common Stock”) and up to 4,133,335 shares of
Common Stock (the “Warrant Shares”) issueable by the Company upon the exercise of certain outstanding warrants (the “Warrants”)
referenced therein. The Common Stock and the Warrant Shares may be sold from time to time by the selling shareholders as set forth in the
Registration Statement, the prospectus contained therein (the “Prospectus”) and the supplements to the Prospectus (the “Prospectus
Supplements”).

In connection with this opinion letter, we have reviewed and are familiar with the Company’s Articles of Incorporation and bylaws and such
other records and agreements of the Company, certificates or public officials, certificates of officers or other representatives of the Company,
and other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the
originals of such copies. As to various facts material to this opinion letter, we have relied upon statements and representations of the Company
and its officers and other representatives and of public officials, set forth in certificates delivered to us, without independently verifying the
accuracy of the information contained therein.

In connection with our opinions expressed below, we have assumed that, at or prior to the time of the delivery of the Common Stock and the
Warrant Shares, the Registration Statement will have been declared effective under the Act, that the registration will apply to the Common
Stock and the Warrant Shares and will not have been modified or rescinded and that there will not have occurred any change in law affecting
the validity or enforceability of the Common Stock or the Warrant Shares.

Based upon the foregoing and subject to the assumptions stated herein, it is our opinion that:

     1. The shares of Common Stock are validly issued, fully paid and non-assessable.

     2. The Warrant Shares have been duly authorized by all necessary corporate action of the Company, and when issued upon exercise of the
Warrants in accordance with their respective terms, the Warrant Shares will be validly issued, fully paid and nonassessable.

The opinions herein are also subject to the following exceptions, limitations and qualifications:

     A. The opinions expressed herein are limited to the corporate laws of the State of Nevada, including the applicable provisions of the
Nevada Constitution, all applicable statutory provisions and any reported judicial decisions interpreting those laws, and we assume no
responsibility as to the applicability or the effect of any other laws or regulations.
     B. We have assumed that there shall be no change in law affecting the validity of the Common Stock or Warrant Shares (between the date
hereof and the date of sale thereof).

     C. This opinion letter is limited to the matters expressly stated, and no opinion other than upon the matters so expressly stated is implied
or may be inferred.

This opinion letter is delivered to the Company solely for use in connection with the Registration Statement and may not be used or relied upon
for any other purpose.

We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement and to the reference made to us in the
Registration Statement and Prospectus and, provided that the conditions set forth in this opinion letter are satisfied, any amendments or
supplements thereto. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the Rules and Regulations of the Commission promulgated thereunder.

Respectfully submitted,

LOOPER REED & MCGRAW PC

By: /s/ David R. Earhart
    David R. Earhart, Member
                                                                Exhibit 23.1

                           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Amendment No. 2 to Form S-1of Oryon Technologies, Inc. and Subsidiaries of (i) our
audit report dated September 7, 2012, with respect to the consolidated balance sheets of Oryon Technologies, Inc. and Subsidiaries as of
December 31, 2011 and 2010, and the related consolidated statements of operations, changes in shareholders’ equity (deficit) and cash flows
for the years ended December 31, 2011 and December 31, 2010.

/s/ MONTGOMERY COSCIA GREILICH LLP

MONTGOMERY COSCIA GREILICH LLP
Plano, Texas
October 11, 2012